Two Worlds Greatest Heroes
by CamSpams
Summary: After being sucked in through a portal, 16 year old Peter Parker aka the Amazing Spider-Man has been transported into a world full of Super Heroes! Nothing out of the norm, but in this society you can get paid for being a Hero? Join your favorite comic book hero and your favorite bunch of students on this crazy adventure!
1. The Spider

**AN: I don't own Spider-Man and My Hero Academia**

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Chapter 1

 **Earth-317, New York City**

Sat atop of a building's ledge, a scrawny teenager reading the Daily Bugle announced, "How can JJ still call Spider-Man a menace?" Glaring at the front page, he commented, "I mean it clearly shows him saving that little girl from a giant rampaging Man Rhino!"

"Man Rhino or just Rhino," he asked himself. "What did he call himself yesterday," he wondered as he flashed back to yesterday's event.

 _"Get out of my way Spider-Man," the villain shouted. "You don't want to get in the way of the Rhino!"_

"Ahh...it was Rhino," he concluded. Hearing sirens blaring in the distance, he stood up then commented, "Doesn't matter, he's in jail thanks to me." Pulling his mask down, he webbed a building then began to swinging towards the sirens. "All in a days work as the Amazing Spider-Man!"

Catching up with the car chase, Spidey landed atop of a police car then he peeked into the passenger seat and asked, "So what's the sitch?"

"Spider-Man," the startled cop questioned.

"Yes it is I," Spidey replied. "You gonna answer?"

"Ah...yeah. That van is carrying something stolen from a STARK warehouse," he explained.

 _STARK tech being stolen? Where the hell is Iron Man then?_

"Alright, I'm on it," Spidey responded as he faced forward. "Stopping robberies? Piece of cak-", suddenly the back doors of the van opened and the robbers began opening fire. "CAKE," Spidey shouted as the cop car began swerving to avoid the shots.

"SPIDER-MAN," the cop screamed.

"I got it," Spidey shouted as he webbed the doors, slamming them shut then sealed it with webs. "Okay, now it's gonna be a piece of cake," he commented as he webbed towards the van.

Landing atop of it, he peeked in then asked, "So who is paying you for this job?"

"It's the bug," a robber shouted as he pulled out a gun.

Webbing the muzzle, Spidey replied, "First of all a spider is an arachnid!" Pulling out the driver then webbing him onto a building, he continued, "Second you didn't answer my question." Shooting the brake with web, he finished, "And third, I guess my first question doesn't matter cause I'll just ask the cops when they're done with you." The van came to a halt as multiple cop cars pulled up announcing for surrender and compliance.

Several minutes later after Spidey had to remove his own webbing to let the robbers out, he began examining the stolen tech. "What the heck is this thing," he asked himself.

"The files given to us by one of the guards from the warehouse say it's a 'Dimensional/Universal transporter'. Yeah, I'm not buying it," the cop from earlier announced as he approached Spidey.

"Oh, well...if it's from STARK I'm pretty sure that is possible," Spidey replied as he reached for a button.

"Don't touch it," the cop ordered.

"I wasn't going to touch it," Spidey replied with a non-believable tone. "Merely going to see what it does."

"That means touching it," the cop stated.

"Alright you got me," Spidey responded with his hands in the air.

"Don't know if JJ is telling the truth about you or not Spider-Man," the cop commented.

"You saw what I did, you can clearly see the truth," Spidey responded as he went back to examining the object.

"If you say so," the cop replied as he walked back to his squad.

Glancing back at the cop, Spidey commented, "Well at least they're not trying to arrest me..." Glaring at the button he reached for earlier, he began contemplating the pros and cons of this decision.

 _Pros: I find out if it works or not. Risk: It might explode. Cons: That would be bad. Hmm...yeah, let's not explode today._ Hearing commotion from behind, he turned to see that one of the robbers broke free and was pointing a gun at the cop from earlier.

"F**K YOU," the robber shouted as he squeezed the trigger.

"Language," Spidey stated as he webbed the cop in time to move him out of the way then webbed the muzzle. "Man you just don't give up," he commented. Looking at the cop, he asked, "Are you okay? Sorry for that."

"I'm fine and it's okay, you just saved my life," the cop replied as he got to his feet. "You definitely earned my vote Spider-Man," he announced as he reached out for a handshake.

"No prob-" Spidey paused as he heard mechanical noises coming from the van. Seeing the object turning on, he commented, "DID HIS BULLET HIT THE BUTTON?! HOW IS THAT EVEN POSSIBLE!" Noticing that machine didn't look like it was functioning the way he thought a Dimensional/Universal transporter would function, Spidey shouted, "Everyone get back!"

"What are you going to do," the cop asked.

"I've got a plan," Spidey answered.

 _NO I DON'T! DON'T TRY TO ACT COOL! I'M FREAKING OUT! HOW IS A 16 YEAR OLD SUPPOSED TO HANDLE A THING THAT MIGHT TAKE OUT A BIG CHUNK OF THIS PLACE!_

"Doesn't look like I have enough time to make a slingshot," he mumbled to himself, "can't drive cause I don't know how to..." Running out of ideas, he sighed then commented, "Well If anything..." Reloading his web shooters, he began firing at the machine as he shouted, "MAXIMUM EFFORT!"

"I don't think it's working," the cop shouted.

"I know, I'm just going with what I've got," Spidey shouted back. Suddenly the machine began sucking him in as he shouted, "OH NO YOU DON'T!" Webbing a building, Spidey dangled in the air while still trying to seal the machine.

"SPIDER-MAN," the cop shouted.

"DON'T WORRY I GOT THIS," Spidey shouted, still firing webs. "WHERE ARE THE AVENGERS WHEN YOU NEED TH-", suddenly his webbing to the building snapped, sending him towards the machine. "THEM," he continued shouting as the machine sucked him in.

Immediately after Spidey was sucked in the machine shut down. Emerging from cover, another cop questioned, "So...SHIELD or the boss?"

The cop from earlier replied with a puzzled face.

 **Unknown**

Spidey came flying out of the portal still shouting as he propelled downward. _HOLY FREAKING CRAP WHAT THE HECK JUST HAPPENED AND WHERE THE HECK AM I?!_ He was going too fast to make a web parachute then suddenly a giant penguin looking like thing passed him going up. _WAS THAT A GIANT PENGUIN!? AM I ON AN ALIEN WORLD!?_

Spotting a large dome with a giant hole in it, Spidey accepted his fate and braced himself for a VERY hard landing. Slamming into the ground then bouncing about twenty feet until finally slamming into a wall, he groaned, "Ouch..."

Unpasting himself off the wall, Spidey landed on his knees then mumbled, "Don't worry...it's nothing. Just your bones and organs...Guess getting knocked around a lot really pays off...though it really freaking hurts..." Examining the area, he commented, "Is this a amusement park?" Suddenly he was surrounded by what looked like to be teenagers. Examining his situation he then mumbled, "Or not..."

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 **Hello there! I hope you enjoyed the first chapter! Thanks again for reading and I'll see you in the next one!**


	2. The Students

Chapter 2

 **Earlier**

"PPPLLLUUUSSS UUULLLTTTRRRAAAA," All Might roared as he unleashed a flurry of punches and with one final punch, he sent the Nomu soaring into space.

"HE DID IT," the students gathered at the entrance screamed.

"Give it up, you've lost," All MIght stated as the dust and smoked cleared.

"YOU CHEATING BASTARD," Shigaraki screamed as he charged All Might.

 _SHIT! I'M ALL OUT...I CAN'T EVEN MOVE! WHERE IS THE BACK UP,_ All Might thought as he watched the villain charge him.

"YOU'RE MINE," Shigaraki stated as he reached in for the kill when suddenly something caught his eye.

 _My legs are broken, but that doesn't matter,_ Deku thought as time slowed and he focused on his target. _If I can hit the hidden part of that guy's body then it'll be all over._ Mustering every last fiber in his body, he screamed, "YOU LEAVE ALL MIGHT ALONE YOU DAMN VILLAIN!"

"THEN YOU DIE FIRST," Shigaraki screamed as he reached through Kurogiri's body to kill Deku.

 _NONONONONO! I CAN'T DODGE HIS HAND,_ Deku's mind raced as his face and Shigaraki's hand grew close to each other. Suddenly a shot was fired causing Shigaraki's hand to redirect. Hitting the ground Deku was stunned and couldn't believe what just happened.

Elsewhere Jiro and Yaoyorozu were still captured while Kaminari was still taken hostage then another shot was fired hitting the villain holding him. "What the hell," Jiro questioned as the villain fell.

Yaoyo came to her sense then glanced back and asked, "Could it be?"

Atop of the entrance a voice spoke out, "Sorry we're late everyone. But no need to fear, we've arrived." Approaching with the Pro Heroes and Iida was the Principal of UA, Nedzu.

"IIDA," the students shouted as he appeared.

"DON'T WORRY MY FRIENDS, I HAVE BROUGHT REINFORCEMENTS," Iida roared as the Pros readied to capture the villains.

"Our main priority is protect the students," Nedzu announced. The Pros responded with a 'yes sir' as Snipe began his rain of bullets on the villains close and far. Several minutes later, the Pros failed to capture Shigaraki and Kurogiri, but managed to capture the rest of the villains. All Might, Deku, Eraserhead, and Thirteen were the first ones out in the ambulances.

The rest of Class 1-A gathered outside to hear what the police had to say. Officer Tsukauchi began explaining that the conditions of those who were injured then Uraraka asked, "What about Deku?"

"How's Midoriya," Iida followed up.

"He's fine, recovery girl is treating him right away," Officer Tsukauchi answered, "He should be on his feet in no time." Surveying the students, he announced, "Now I need to ask you all some qu-." Suddenly something crashed inside the dome.

"What the hell was that," Kirishima questioned.

"Another villain," Hagakure followed up.

"One way to find out," Bakugou answered as he charged back in.

"Bakugou wait," Uraraka shouted as she tried to stop him.

"No point now, let's go," Sato commented as he followed the hot headed Hero. The rest shrugged as they trailed behind him.

"Hey wait, you kids can't go back in the-," Officer Tsukauchi warned, but was stopped by Nedzu. "Principal?"

"Those students...they'll make fine heroes one day," he commented. "But as Principal I can't let them go alone," he continued as he motioned the Pros to follow them.

Bakugou was the first to arrive and saw what looked like a scrawny man in a spandex suit. "What the hell is that," he mocked.

"Is that a villain," Sato asked as he arrived second.

"Maybe it's a hero," Asui guessed as she landed next to the two.

"Never heard of any hero like that," Sero commented.

"Maybe he's a small time one," Mineta added.

"Whatever, I'm gonna check him out," Bakugou stated as he jumped down.

"There he goes again, head first with no sense of caution," Iida commented.

"The only true way to be a man," Kirishima shouted as he followed Bakugou.

"Let's go see our hopefully new friend then," Yaoyorozu commented as she and the rest followed.

Atop were the students just left, the Pros gathered and readied if the stranger acted hostile. "Keep that gun ready Snipes," Present Mic stated, "I'll disorient and you take him down."

"Always ready to draw," Snipes replied as his hand floated over his revolver.

"Easy now, let's see what the kids will do," Ectoplasm announced as he folded his arms.

Below, the students surrounded and waited for the stranger to act first.


	3. Barriers

**A/N: Just in case of confusion. The cuts are the point of views between Spidey and the cast of My Hero Academia. Just wanted to post this up here for those who might be confused. Well I hope you enjoy the chapter!**

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Chapter 3

 _Alright Spidey don't freak out. Yeah you're surrounded by a bunch of teenagers who look like they've got some powers, but hey, at least you won't fail the Spanish Quiz today... or ever if I don't survive this._ Rapidly observing his might-be attackers, Spidey raised his hands then announced, "I come in peace." The teenagers looked bewildered for a moment as they began looking at each other. Again, but with the 'Peace' hand sign, he announced slowly, "Pppeeeaaaccceee..."

* * *

From the students point of view, the stranger was obviously showing the 'Peace' hand sign, but they couldn't understand the words he was speaking. "Uh...guys," Ashido commented, "I don't understand what he's saying."

Yaoyorozu listened carefully then stated, "I think he's speaking English."

"English? Oh crap, I don't think any of us really know how to speak the language," Ojiro commented.

"I'll try," Uraraka announced as she slowly approached the stranger. "H-h-he-hello, m-my n-name i-i-is Uraraka," she started, "A-a-are you a v-v-vill-villain?"

* * *

Spidey listened as the pink suited girl spoke, but couldn't really understand what she was saying. Shrugging his shoulders, the girl looked defeated then went back to the others as they formed a huddle. "Uh...so this is awkward," he commented at the scene. "Usually the realization that we all might be on the same side usually happens after we beat each other up," he explained, "A very cliche trope, but hey it get's the action going and some comedy."

Flinching from the pain of his landing, Spidey decided he'd try to listen on the teenagers' conversation in hopes of maybe picking up on a familiar language. Several seconds later, he heard one of them yell out something, but was quickly hushed by the others. "Hold up...," he commented as he came to the realization. "Are they speaking Japanese?"

* * *

"MINETA SHUT UP," Yaoyorozu shouted as she flicked him for shouting. "Look, he's seems afraid of us," she pointed out as they looked towards the stranger.

"Man...never thought we'd have a language barrier problem so soon," Jiro commented.

"Well...it never really occurred to us since most of us are probably staying in Japan," Uraraka stated.

"Ugh...this is boring, can't we just fight him and see if he's a villain or not," Bakugou questioned.

"Obviously not, what if he's friendly and if we do that then he'll be provoked then try to defend himself," Yaoyorozu explained.

"Maybe we could determine if he's good or bad by his quirk, if he has one," Mineta announced.

"If it was simple as that then Bakugou would be a bad guy," Sero mocked.

"Shut up," Bakugou snapped.

"Just saying man," Sero responded.

* * *

"Oh man they're yelling," Spidey commented, "Yelling is never good." Unaware of his fate, Spidey watched as the teenagers bickered and pointed fingers at each other then mumbled, "These kids kinda remind me of the X-Men." Taking another look at his surroundings and the students, he added, "You know, I think Professor X would love this place. Obviously it's a place where it accepts people with stranger abilities. I mean we've got a girl who is literally pinkish purple, and that guy is a bird along with the dude with multiple arms. It's like a Mutant Fiesta here."

Several minutes passed and with no end to the teenagers' bickering, Spidey commented, "Okay...this has gone on a bit longer than expected so I'm just gonna leave now...don't want to over stay my welcome." Slowly backing away he added, "Since I'm in Japan there has got to be an America right?" As he approached the wall he was pasted to, a bullet suddenly landed right next to him. _HOLY CRAP THAT WAS A GUN,_ his mind raced as he traced the round to the top of a ledge.

"How long have they been there," he asked himself as he made out several figures.

* * *

"Whoa did Mr. Snipes fire," Jiro asked as she and the others faced the stranger.

"Does that make him a villain," Iida asked.

"I mean we didn't see what he did so I don't know," Sero answered.

"What do we do," Mineta questioned.

"Hey if the teacher fired that means he's a bad guy," Bakugou stated as he charged in with full force. "Finally some action," he roared as he approached the stranger.

"Bakugou stop," Uraraka shouted.

Atop the Pros scolded Snipes for firing. "Look what you did," Midnight stated.

"I didn't mean to, he looked like he was trying to escape," Snipes defended himself.

Sighing, Ectoplasm commented, "Great... Now we might have to step in since the stranger is obviously going to be provoked..."

"I'll go get the Principal," Snipes responded, "And explain to him the situation."

* * *

Seeing one of the teenagers charging him, Spidey's instinct kicked in as he dodged the attack. "Well here's hoping we're actually on the same side," he commented as he dodged the teenager's attack. _Exploding hands huh? You're new nickname is Boom Clap. Get it cause if he claps I bet it'll cause an explosion? No? Alright then, but I'll name him that until after this fight._

Landing in a tree, Spidey continued to dodge as Boom Clap began destroying anything in his path. "Man you're persistent," he commented as he kept dodging. "What's the point of trying to mock him if he can't understand me," he asked himself, "My motivation has dropped." On the ground, Spidey decided it was time to go on the offensive. "Alright, no more ringing around the trees. It's time for some offense," he commented as he readied himself.

Creating a Web Ball, Spidey commented as he chucked it, "Spidey Fastball right down the middle!" Seeing Boom Clap effortlessly blow it away, Spidey webbed his foot then pulled, causing Boom Clap to slam face first into the dirt. "Aw man, I thought his face would cause an explosion too," he mocked as he prepared for Boom Clap to get up.

* * *

"Did you see that, he knocked over Bakugou like it was nothing," Mineta stated in awe from watching the fight.

"The stranger used that web ball to distract him then went for his foot, clearly he knows what he's doing," Iida announced.

"So his quirk is that he can make webs," Ashido questioned.

"I don't know. Did you see how fast he's moving? And he's reflexes are not one of a rookie," Yaoyorozu responded.

"Hey Bakugou! Don't let some weirdo in a spandex suit make fun of you," Kirishima shouted, "Show him what a real man is like!"

Punching the ground, Bakugou slowly got to his feet as he shouted back, "Shut up! I'm gonna show him something else now!"

"Why did you have to insult him Kirishima," Sero asked.

"I didn't mean to," Kirishima defended.

"We got to stop this before one of them gets hurt," Uraraka announced.

"Agreed," Iida added, "Split up. Half try to stop Bakugou while the rest try to calm the stranger."

"Right," the others answered as they sprung into action.

* * *

"Well that can't be good," Spidey commented as he noticed the other teenagers suddenly closing in on him. "Guess it's gonna be one of those days," he added as he readied himself for a brawl. Backing away from his assailants, Spidey reloaded his web shooters then commented as he began firing, "Always ready for a Ballroom Blitz!"

Hitting most of them, Spidey noticed one with what looked like engine parts attached to his legs, speed around him. "He's fast," Spidey commented as he tracked the speedster's movement. Firing his webs, Spidey managed to hit the speedster's feet then commented, "But not Quick Silver fast." With all of his assailants down, Spidey glanced over and noticed that the rest were trying to subdue Boom Clap.

"Oooohhh...I think I did a no-no," he commented as he came to a realization.

* * *

"Oh crap, that dude took Iida's team down," Sero commented as he tried to tape down Bakugou.

"Damnit Bakugo stand down," Kirishima shouted as he landed a punch.

"GET OUT OF MY WAY," Bakugou roared as he blasted his way through.

"CRAP! He got out," Ojiro stated as Bakugou blew past him.

"Todoroki," Tokoyami called out.

"Stay still idiot," Todoroki commented as he made multiple walls in Bakugou's path.

"LIKE THAT'LL STOP ME," Bakugou shouted as he effortlessly blasted the walls away.

* * *

"Back for another round I see," Spidey commented as Boom Clap soared towards him. "Luckily for you I've got a-," suddenly a wall appeared in front of him causing him to step back. "A wall," he questioned as he faced the stairs and spotted more figures descending. "Oh that can't be good..."

* * *

Slamming face first into Cementoss' wall, Bakugou recovered then shouted, "What the hell!"

"Calm down Mr. Bakugou," Principal Nedzu announced as he rode atop of Snipes' shoulder. "We've got something to smooth out this entire situation," he added as he took out an earpiece.

"An earpiece," Iida commented as he removed the webs then got to his feet.

"Here Ms. Uraraka, you can give it to our guest," Principal Nedzu stated as Snipes handed it to the young hero.

"Me sir," Urarak questioned as she nervously received the earpiece.

"Yes, I believe you are the least intimidating one here," Nedzu explained.

"Hahahaha...obviously you haven't seen me seriously hungry," Uraraka awkwardly replied. Seeing no one responding to her joke, she added, "Right. I'll give it to him." Approaching the stranger, Uraraka slowly explained, "P-p-please p-put th-this on." Adding the motion of moving the earpiece to the ear to make sure the stranger understood.

* * *

"Alright...I have to be a complete idiot for me not to understand what she just did," Spidey commented as he received the earpiece. Reaching under his mask, he placed earpiece on then spoke, "He-hello? Can...can you understand me?"

A moment passed then Uraraka responded, "Oh...ye-yes I can. Can you understand me?"

"Y-Yeah yeah I can," Spidey replied, "HOLY CRAP WE CAN UNDERSTAND EACH OTHER!"

"Y-YEAH," Uraraka replied back as she was startled by Spidey's sudden shouting.

"OH MAN," Spidey commented, "I thought I was gonna have to fight my way out of this." Relieved, he relaxed his posture then asked, "So uh...anyone wanna tell me where I'm at?" Only to answered by silent stares, Spidey added, "Uh...did this thing just break?"

* * *

 **Hello all! Hope you enjoyed chapters 2 and 3!**

 **I used Chapters 1 and 2 as like introductions, but of course Chapter 1 was long cause I really gotta explain how Spidey ended up in My Hero Academia and Chapter 2 was short cause we all know what happens. I didn't want to bore you with all the details. But that's why I wanted to post Chapter 3 immediately as like a follow up.**

 **Now with intros out of the way, the story can finally 'swing' into action and I hope I get to 'smash' your sides with laughter from the adventures and misadventures of these Young Heroes. 'Swing' and 'Smash', get it cause it's something both MCs do? Eh? Eh? Okay, I'll stop...**

 **Anyway, thanks for reading and I'll see you guys in the next chapter!**


	4. 21 Questions

Chapter 4

"Uh...did this thing just break?," Spidey asked as no one answered his previous question. "...Hello?," he tried again, but several seconds passed then suddenly he was bombarded with questions. Some to which he couldn't understand due to how many people were talking.

"Where are you from?!," Ashido asked.

"Are you a hero?!," Iida added.

"DO YOU SHOOT WEBS OUT OF YOUR BUTT LIKE A REAL SPIDER?!," Mineta blurted out.

"Settle down students," Principal Nedzu spoke as Snipes approached Spidey. "Sorry young man, as you can see the students are quite interested in this whole situation," he added.

"I mean I would be too if someone came crashing from the sky then gave one of them a butt whooping, but hey that's just me," Spidey replied. Getting a glare from Boom Clap, he added, "No hard feelings dude. You came at me first."

"Whatever, you're lucky they put a huge wall in my way," Bakugou snapped as he glared at Spidey.

"Competitive much," Spidey commented. "Anyway, it's obvious that I am in Japan," he stated, "I mean everyone here looks like someone from one of those Japanese Cartoons my friend watches."

"You mean Anime?," Yaoyao questioned.

"Yeah that," Spidey answered. "So I have one question: Is there an America?," he asked.

"Of course there is," Principal Nedzu answered. "I'm guessing your from there?"

"Correct, uh New York City to be exact," Spidey replied with a thumbs up.

"Interesting, you wouldn't happen to be part of the Hero Academy from there?," Principal Nedzu asked.

"Hero Academy?," Spidey questioned. "Uh...if you mean the X-Men then no they're not from New York City," he stated.

"X-Men?," Principal Nedzu questioned, "I was talking about Shield Academy."

 _Shield Academy? I mean there is SHIELD, but last I check they weren't offering classes to young heroes. Oh wait, I think I met another Spider-Man who was the leader of something like that* from when the Inheritors hunted us._

"Uh...nope, not part of that either," Spidey answered. "Hmm...guess that means I'm in another universe," he mumbled to himself. "Crap I didn't think this would happen again," he continued as he began mumbling about his situation.

"He's just like Midoriya," the students commented in unison.

"Well, if that's all your questions," Principal Nedzu announced, "Would you mind answering some of ours?"

"I'm up for some 21 Questions," Spidey answered, "Fire away."

"An obvious one, if you're not from the schools of America and I can see you are unfamiliar with everything, then where are you from," Principal Nedzu asked. The students faces lit up with interest and waited for Spidey's answer.

"It might sound crazy, but I'm actually from another universe," Spidey answered. Everyone's faces were filled mild confusion and interest, so Spidey added, "See where I'm from, we only have one team of heroes from Japan and that's Big Hero 6. I've never heard of this place or any of you."

"Interesting and how exactly do you get here?," Principal Nedzu asked.

"Wait you believe me?," Spidey replied a bit taken back by Principal's quick acceptance.

"I believe in our line of work, anything is possible," Principal Nedzu answered with a smile.

"Oh, I guess that's kind of true," Spidey responded as he rubbed the back of his head. "But to answer your question, I stopped a vehicle carrying stolen tech from another hero and this tech happened to be a Dimensional/Universal Transporter," he answered. Frowning within his mask he added, "Let's just say something unfortunate happened and I ended up here."

"Something unfortunate?," Principal Nedzu questioned. "You didn't touch anything right?," he added.

"Nope," Spidey answered with a crack in his voice. "Nothing at all."

"Second question, also an obvious one. What's your name," Principal Nedzu asked.

"Spider-Man," Spidey answered. "Oh no wait, actually it's the Amazing Spider-Man," he restated as he struck a pose.

"I was asking about your real name," Principal Nedzu stated.

"Oh...," Spidey responded as he realized he embarrassed himself. Retaining a normal posture, he commented, "Yeah let's pretend that never happened..."

"You're quite an amusing young man," Principal Nedzu commented as he and the other's chuckled.

"Thank you, not the worst I've been called after I do something like that," Spidey responded. "And to answer your question, I'm sorry, but I can't tell you," Spidey answered. "Kind of an important thing in my world for someone my age."

"Oh really?," Principal Nedzu commented.

"What do you mean by that," Iida asked. "You seem to be a hero, don't you come from a Super Human Society like ours," he added.

"I wish...," Spidey solemnly mumbled to himself. A few seconds of silence passed, then Spidey noticed that his comment didn't go unnoticed. Rubbing the back of his head, he began to explain, "In my world we have a bunch of people with Super Human abilities, but not everyone thinks that's such a great thing...especially from a lot of the problems that occur..."

"I mean in our world not everyone has a Quirk, but they don't hate the people who do," Jiro stated.

"Well from what I can tell, possibly a majority of your world's population has a 'Quirk', which I assume is a power of some sort," Spidey commented, "But where I'm from there is about a 10-20% of the population that has powers." Glancing around the room, he noticed there were still some confused faces, then he began to explain again, "In my world, not everyone has accepted people with powers or inhuman abilities and I wouldn't blame them...I've been a part of some battles that decided our planet and sometimes the universe."

"What do you mean," Yaoyao questioned, "aren't you the same age as us?"

"How can the adult heroes expect a child to handle such a responsibility," Iida added.

"When things hit the fan, it's all hands on deck," Spidey answered. "Anyway, I'm getting side tracked. To put it simple, my world isn't so accepting of people with powers as your world and kids my age don't really have anyone to help them out with that," he stated.

"Okay, thank for sharing that, it certainly makes me glad our society is like this," Principal Nedzu commented. "Any students want to ask him something?"

"I do," Mineta raised his hand.

"Go ahead," Principal Nedzu acknowledged.

"Do yo-."

"No I do not shoot webs out of my butt like a real spider," Spidey interrupted, "Next please..."

"What is your Quirk," Ashido asked as Mineta frowned from Spidey's answer.

"Uh...I was bitten by a radioactive spider so I now have the reflexes, strength and agility as one," Spidey answered, "Oh and I have a sixth sense that let's me know of immediate danger heading my way."

"You weren't born with your Quirk," Yaoyao questioned.

"No...I went on a school field trip, got lost, and uh...yeah that's how it happened," Spidey answered. "I'm guessing from your question, I can assume you all developed your 'Quirks' as you grew up?," Spidey commented.

"Yes," Yaoyao answered. "Are there people like us in your world too?"

"Yeah, but they're labeled as Mutants," Spidey answered. "Most of them reside in 'Charles Xavier School for Gifted Youngsters', where they can safely develop and train their newfound mutant abilities," he added, "But some go far beyond that and use their powers to stop evil, they're called the X-Men."

"X-Men?," Sero questioned.

"I think it has to do with something dealing with DNA, but it sounds cool," Spidey responded.

"So they are in a safe place?," Iida commented.

"I really don't know to be honest," Spidey answered, "My friend Bob- Ice Man tells me about how some people hunt mutants and there are things called Sentinels that are created for that too." Spotting the shocked faces of everyone, he commented, "Yeah...my world isn't so nice sometimes..."

"Uh...well...what about you?," Uraraka asked.

"What do you mean?," Spidey questioned.

"I mean...do you have any place to stay?," she explained.

"If you mean my actual house then yeah...it's safe enough, and that's why I don't tell anyone my real name," Spidey answered, "I do it to protect the ones close to me."

"Are you a real hero," Bakugou asked with a firm tone switching up the mood in the room.

"Real as they get Splosion Man," Spidey snapped.

"How can you be a real hero if you're our age," Bakugou questioned with a nasty glare.

"A real hero doesn't have to be defined by age or experience," Spidey answered, "A real hero is defined by doing whats right and not standing by while something bad is happening."

"Alright Mr. Bakugou, maybe you should learn how to speak if you're so curious about someone," Principal Nedzu interrupted the twos verbal battle. "Alright, I think one more question should do it."

"I'll ask it," Todoroki announced as he stepped forward. Glaring at Spidey, he asked, "So why do you do it?"

"Be a hero?," Spidey questioned with a confused tone.

"Yeah, what's your motivation?," Todoroki asked, "You born into it or you decided to do it?"

"Simply put it as a great man once told me," Spidey answered, "With Great Power comes Great Responsibility." Looking at everyone in the room, he added, "I don't do it for the fame or the glory, or for some fancy status and hell I don't even get paid. I do it cause I've got these powers by some dumb luck and I'm gonna make use of it to make my world a better place for everyone." Glaring at Bakugou, he stated, "That's my definition of a real hero."

Glancing at Todoroki, Spidey asked, "That a good enough answer for you?"

"It was satisfactory," Todoroki answered as he began to head to the exit.

"Geez, what's with some people," Spidey commented as he watched Todoroki leave.

"Alright everyone, let's all head back," Principal Nedzu announced, "I'm sure all of your parents are worried so let's get going." Facing Spidey, he asked, "And what about you, Spider-Man. Shall you accompany us?"

"Well I have nowhere else to go and I'm kind of stuck here, so for now I'll play by your rules," Spidey answered.

"Good then I hope to see you at school tomorrow," Principal Nedzu replied.

"Yeah-wait."

 **UA, Class A-1 classroom**

"What..."

* * *

 ***Disney XD's Ultimate Spider-Man**

 **Hey guys, sorry for the long wait. Finally had the time to edit and publish this and I hope you enjoyed. Anyway, I've decided to have Spidey join our favorite students during the competition and man I can't wait to show you what I've got planned.**

 **Let you all know now, this is gonna be a bit slow on publishing since LIFE and all, but I'll do my best. Thank you all for reading and reviewing, I hope to see more of you as we continue this story. With that, I'll see you in the next chapter!**


	5. Introductions

Chapter 5

"I believe you all have already met the new student, but I don't think he knows your name," Eraserhead announced as he pointed towards Spidey.

"What...," Spidey commented as he stood in the middle of the classroom confused about his situation. _Not gonna ask how I suddenly got in a classroom, or how I'm all clean and stuff. But the real question is...WHY AM I GOING TO SCHOOL?!_

"Uh...why am I in school," Spidey asked as he faced Eraserhead. "And are you okay," he commented at the sight of how many bandage wraps the Pro Hero had on him.

"I was told you told the Principal that you'd play by our rules so this is what all young heroes have to go through," Eraserhead answered, "And yes...my eyes are dry though..." Struggling to add another eye drop, he stated, "Well let's start with introductions then."

"Is he gonna be okay," Spidey whispered to Iida.

"He'll be fine," Iida responded.

Seeing Eraserhead continue to struggle, Spidey asked again, "Are you sure?"

"Yes...," Iida replied. "Anyway, let the introductions begin!"

"I don't see the point since you all kinda know me," Spidey commented, "then again I don't know all of your names." Looking at Midoriya, he added, "Actually I didn't see you yesterday. You skipped class or something?"

"Actually I was the first out cause I suffered serious injuries," Deku answered with half smile.

"Ah...," Spidey commented, "Well that was awkward..." Examining the room, he'd figured it would be interesting to learn everyone's name and powers, so he decided to create a web hammock then asked, "Anybody got some popcorn?"

"Please take this seriously," Iida replied.

"So that a no?," Spidey asked as Iida nodded, "Well then...let's get this show rolling..." Several minutes passed as Spidey had an abundance of reactions to everyone and then commented, "Wow...y'all some special bunch of students." Remembering yesterday, he asked, "So was that your first real encounter with villains?"

"Yes," Yaoyao answered, "we went there to train for environmental dangers and situations as you saw from the various zones."

 _I thought it was a really cool Disney Themed Park..._

"Well, how do you all feel," Spidey asked as he hopped off his hammock, "Besides the whole 'We could've died' or ya know that stuff."

The students looked at each for a minute then Iida answered, "I think we are all still in shock, but we do feel proud that we defended ourselves pretty well for our first encounter..."

"Pssh...I was on top of my game," Bakugou stated, "Never had a doubt we'd beat them."

"Hot head aren't ya," Spidey commented as he smirked. "Well that's okay, it's kinda a normal thing to feel like that," he added, "My first experience with a criminal...let's just say it didn't go as well as yours, but it's made me who I am."

"Something bad happen," Uraraka worriedly asked.

Hesitant to answer, Spidey contemplated on the pros and cons of his answer. _Maybe if I tell them, they'll know what's real like to be a hero and maybe that'll make them better...or maybe if I tell them they'll be hesitant to fight and sometimes split seconds decisions can have a bad end..., but if there is a slight chance I can give them a realization that being a hero isn't about fame or glory or the money and instead showing them that a real hero does it for the sole purpose of making the world a better place then I'll take it._

Inhaling deeply, Spidey answered, "I lost someone very close to me..." His answer silenced the class and made the air thick, but he quickly added, "But that's why I do it." Spidey gave an intense stare then continued, "Being a hero is absolutely terrifying and there are always these thoughts of 'What if I'm not doing enough' or 'No matter what I do nothing is gonna change', but that's where you grit your teeth, hold your head high and you face your fears."

"No matter what world you're in, there are gonna be people who can't fight for themselves, but that's why you're here," Spidey continued, "You got your 'Quirks' and you all decided to come to this Academy to train and make use of it to make your world a better place, but don't let the fame and glory get to you." Glancing at Bakugou, he finished, "Cause things like that are what can get you hurt or hurt those you care about."

Several seconds passed as the students glanced at each then suddenly they began applauding. "Uh...Thank you?," Spidey questioned as he stood in confusion.

"Brilliant speech, Mr. Spider-Man," Iida commented.

"You can call me Spidey," Spidey stated.

"Ah then brilliant speech Spidey," Iida restated.

"So did that help you get a grasp of what being a hero is like," Spidey asked.

"Yeah it did," Deku answered, "Thank you for that."

"Glad to be of service," Spidey replied. "Oh how about you teach," he asked facing Eraserhead, "You agree with my 'Brilliant' speech?"

"7/10 would probably tell again," Eraserhead sarcastically answered. "Besides that, please take your seat no-"

Suddenly the class room door was slammed open and a student called out, "Hey the new kid can't automatically be placed in the hero course!"

Approaching the door, Eraserhead spotted a large crowd of students that filled the hallway, all shouting that Spidey should take the same test they all had to take. "Uh...this is gonna be irritating..."

"A test," Spidey asked confused about the situation.

"Yes...that's right," Iida commented, "Most of us here had to take a test to be placed in this course..."

"While some of us were automatically placed due to recommendations or birth status," Kaminari added as he glanced at Yaoyao and Todoroki.

"Quiet dude," Sato responded as he elbowed Kaminari.

"Hey I'm all up for tests," Spidey stated, "Except Spanish tests...No bueno on that." Glancing back at the crowd, he added, "It's not a Spanish test right?"

"No," Uraraka answered with a half smile.

 **UA Battle Test Course A**

"Alright Spider-Man," Principal Nezu announced as he, the students and the Pros gathered in the control room, "Since you say you're a real hero from your world, we're gonna give you something our experienced heroes may deal with."

"As long as it's nothing dealing with speaking Spanish I'm all game," Spidey stated as he stretched and prepped his web shooters.

"Usually we have our students defeat as many robots as they can, but since you're all alone, your main objective is to defeat all the robots and save all the 'civilians' in the area," Principal Nezu explained. "Time limit is an hour."

"Search, rescue, and destroy," Spidey commented to himself as the gates opened. "Grab some popcorn everyone," he added as he webbed onto a building, "this is gonna be hell of an introduction!"

* * *

 **Hey everyone! Hope you all enjoyed the chapter and thanks again for reading! Chapter 6 might be posted tonight since I'm feeling in the zone, but ya know life and all might get in the way so just letting you know. Anyway, thanks again and I'll see you in the next chapter.**

 **P.S. To clarify some things. My version of Spidey takes from some aspects of Ultimate Spider-Man (the comic) and Spectacular Spider-Man. Actually I picture him in the scenes as his Spectacular Spider-Man animated version just cause it kinda matched how I'd picture a young Spider-Man. Also since he's not from any of the main Earths in Marvel Universe, this Spider-Man is gonna have some experience I thought would make sense since he's a teenager. Hopefully that clarifies some things and if this caused more confusion I am so sorry.**


	6. Situation Zero

Chapter 6

Several minutes in Spidey has yet to encounter any obstacles, sticking on the side of a building he commented, "So is this like a prank or a glitch in the system cause I haven't seen anything yet." Parker luck strikes as he saw an explosion in the distance then added, "Ah...I knew if I gave my two cents something would happen...always does." Arriving at the scene, he spotted a mother and daughter running away from a giant robot with a "1" painted on it. _Save the civilians then deal with the rampaging bot._ Swinging in, Spidey shouted, "Grab your daughter!"

The mother listened as he grabbed her then swung to safety. Landing at safe distance, Spidey pointed then stated, "The exit is that way, it should be clear. Hurry!" Seeing the mother nod then run with the daughter in her arms, Spidey turned his attention to the bot then commented, "I'm guessing you're not here to ask to rate my pain on a scale from 1-10?"

Immediately the bot swung at Spidey, but he dodged it then commented, "Well, I know what's your own is gonna be!" Webbing a piece of debris, Spidey leaped into the air and began to spin. Launching the debris, he announced, "IT'S GONNA BE A 10!" The debris smashed into the bot's head causing it to fall in defeat, as he swung away then commented, "I gotta stop hanging out with Gogo...she always shouts that when she beats me in video games..."

* * *

Back in the observers room, Principal and the others began commenting on Spidey's current performance. "As a hero should, he prioritized the civilians first. Good on him."

"He's creative and he knows that he can't simply attack the bot with his fists," Ectoplasm added.

"Did you see how fast he dodged that attack," Mineta commented, "It's like he knew it was coming!"

"He did say he had a sixth sense which warns him of immediate danger," Yaoyao responded.

"Still, his agility and speed make him very versatile," Iida chimed in, "This gives him the edge of planning and executing on the spot."

As the others watched Spidey destroy more bots and save civilians, Uraraka turned to Deku then asked, "What do you think about him Deku?"

"I think he's doing really great so far," Deku answered. "A lot better than I did," he added with a half smile. _He said he wasn't born with his powers...so he's kinda like me then. Maybe I should talk to him more about how to deal with this pressure...or not, All Might most likely be mad if I did that..._

"Uh oh," Kirishima commented, "looks like he's in a bit of a pickle." Facing the screen, Deku saw Spidey having to deal with a trapped civilian while fighting three bots. "Let's see how much of a man he is," Kirishima added.

* * *

"Hang on, I'll get you out of there," Spidey shouted as he dodged several attacks from three bots. _Not good. I don't know how long he's been trapped under there and I doubt he'll last any longer. Come on Spidey Brain, I'm gonna need a brain blast soon!_

Spotting two lampposts, he glanced at the trapped civilian then commented, "Oh yeah! Brain blast!" Executing his plan, Spidey launched a large piece of rubble in the direction of the lampposts then webbed the two rods to make a sling shot. Propelling himself onto the large rock, he rode it far back enough then shouted, "I hope you like your food chunky and crunchy!" Leaping off, he watched as the rock smashed into the first bot then collapsed causing the other two to stumble and hit the ground.

"One down, but first," Spidey commented as he quickly began removing debris to free the trapped civilian. Helping the civilian onto his feet, he asked, "Are you okay? Can you walk?" The civilian nodded then Spidey added, "Hop on then. Air Spidey is departing right now!" Swinging away with the civilian on his back, Spidey landed at the entrance then said, "Stay safe and don't mind me. I gotta get back to saving the day."

* * *

Seeing Spidey swing back into action, Principal Nezu asked, "How many points does he have?"

"75/100 for battle," Snipes replied as he glanced at the screen, "And the same for his hero points."

"Time left?," Principal Nezu added.

"30 minutes," Snipes answered.

"He's almost done with half of the time remaining," Present Mic commented, "Damn he is good."

"We're gonna have to wait and see cause 'Situation Zero' is coming up," Ectoplasm announced.

"Situation Zero?," Sato questioned.

"Never heard of that in the training course," Ashido added.

"Is that something new," Ojiro asked.

Making his appearance since the battle at the dome, All Might walked in then explained, "Situation Zero is a scenario that we only give to high level students and those with enough experience."

"A-All Might," Deku commented. The students faced the Pro Hero as Deku asked, "Uh...why is it only given to high level students?"

"Cause in this scenario, the Hero has to deal with a threat that could cause a massive amount of civilian causalities and more importantly it tests their will power and steel," All Might answered. "Doesn't help that in order to pass the situation, the Hero has to defeat the threat and save as many of civilians as possible," he added with a grim tone in his voice.

"How many of students have passed this test," Deku asked with nervousness in his voice.

Staring at his students, All Might answered in a serious tone, "None." Glancing at the screen, he added, "And I doubt he will to."

* * *

Landing atop of a roof, Spidey commented, "I think that's all of them. I don't see any more and I'm sure I saved every civilian in the area." Hearing a loud screech, he covered his ears then heard.

"How are you feeling Spider-Man?," Principal Nezu asked over the intercom.

Quickly examining himself, Spidey replied, "A few bruises and possible fractures, but hey I'm still good to go." Surveying the area, he asked, "Is the test over?"

"Yes, now make your way to th-", suddenly a explosion interrupted Prinicpal Nezu. Facing towards the sound of the explosion, Spidey spotted a bot much larger than the ones he fought. "SPIDER-MAN, EMERGENCY!," Principal Nezu shouted on the mic.

"Something to do with that giant zord?," Spidey asked as he prepped himself.

"Yes, since you completed the test non-Quirk staff were evacuating civilians in that area, but that bot has malfunctioned," Principal Nezu explained. "This is no longer a controlled test, those lives are in real danger. Back up will be coming soon," he added.

"I'm on it!," Spidey shouted as he began swinging. Minutes later, he arrived on the scene and immediately spotted an injured civilian. Rushing over, he asked, "Are you okay?"

"Yes I am...," the civilian answered, "But the others..."

Helping the injured woman up, Spidey stated, "Head for the entrance, I'll deal with this."

"You're going to fight that thing?," the woman asked.

"I'm the only Hero on the scene so yeah, I'm gonna fight this rampaging Dragon Zord," Spidey answered as he swung into action. As he swung towards the giant bot, Spidey spotted more civilians fleeing the scene, but noticed the bot was preparing for an attack. "Oh no you don't!," Spidey shouted as he made several web balls then launched them towards the bot.

The bot focused on Spidey after the web balls connected, then he commented, "Yeah that's right. Focus on the Itsy Bitys Spider." Taking cover, he began making more then popped out to attack. "As long as I keep that bot distracted the civilians can make a clean escape," Spidey commented to himself. "I really hope back up comes soon cause this is gonna get ugly...," he added.

 _This is gonna get ugly...I don't know if I'm gonna save everyone...people might actually die if I'm not fast or strong enough. But I can't give up cause like I told that lady, I'm the only Hero here right now and that means I gotta do everything and anything I can to protect those civilians, even if it costs me my life, as long as they don't die then that's a win for me. ALL RIGHT! LET'S DO THIS!_

Taking a deep breath, Spidey whispered to himself, "Great Power, Great Responsibility." Psyching himself up, he broke cover then swung towards the bot and roared, "Bring it on you bucket of bolts!" Webbing up his hands, Spidey began unleashing a flurry of punches into the bot's head, but it to no avail did the bot show any signs of damage. Backing off, he commented, "Yeah, that's not gonna work."

Landing, Spidey began launching several pieces of debris then noticed that the bot seemed to take some damage from his attack. "Dang it, this works, but I can't take it down fast enough," he commented. Surveying the battlefield for anything large enough to destroy the bot, Spidey spotted a large building almost as tall as the bot then added, "Bingo, now gotta lure it there." Swinging in front of the bot, Spidey mocked, "HEY! YOU'RE SO SLOW THAT INTERNET EXPLORER CAN RUN FASTER THAN YOU!"

For some odd reason the bot seemed very agitated by that comment and began flooring it towards Spidey. "OH MY! I MUST OF HIT A WIRE!," Spidey shouted as he lured the bot towards the building. He began to think of his plan of attack as he swung closer to the building then explained, "Alright. I'm gonna have to use his own force against him. Basic bait and switch except I'm the bait and the only switch that's gonna happen is the building falling on it."

"COME ON YOU PIECE OF WINDOWS VISTA! KEEP ON- wait where is it going?," Spidey commented as he noticed the bot stopped following him and changed directions. Backtracking, he spotted a little girl in the streets then added, "Oh crap, she must've gotten lost! I gotta act quick!" Making a small sling shot, Spidey launched himself and prepared for a quick snatch and grab, but the bot was already within swinging distance.

 _CRAP! SPIDER-SENSE FLARING! NOT GONNA HAVE TIME TO DODGE! THIS IS GONNA HURT!_

Grabbing the girl, Spidey quickly wrapped her in webs for protection then held on tight cause he knew he was about to be golfed several blocks down. Immediately after bracing himself, the bot swung sending him crashing through several buildings until he finally came to a rolling stop on the streets. Groaning, Spidey mumbled to himself, "It's...only bones... and organs...nothing...important..." Painfully turning his head, he asked, "A-are you alright?..." Seeing the little girl nod, he replied, "T-thats...good..."

Struggling to get onto his feet, Spidey began unwrapping her then pointed, "You'll find your Mommy that way...Hurry...it's not safe here..." Seeing the girl run away, he heard rumbling and concluded the bot was on its way. Every part of his body was flaring up with pain, but he grabbed his sides then he whispered, "Great Power, Great Responsibility...can't give up yet..." With the bot now in his sights, Spidey stuck to his original plan and made his way to the large building.

Sticking onto the side, he waited for the bot to approach then commented, "Well this is it...All or nothing right?" His Spider-Sense flared meaning the bot was gonna attack, and Spidey leaped out of the way then began webbing the head of the bot. "Can't see without your eyes right," he mocked as he landed on top of it. Seeing the bot's hand smash into the building, he commented, "Just as planned." Noticing the building began falling towards them, Spidey added, "And that's my cue to leave."

Hopping off, Spidey watched as the building smashed into the bot causing it make a loud boom as the machine was crushed below the concrete debris. Landing on the ground, he quipped, "Now that's what I call 'the Rock Bottom'." Surveying the area, Spidey announced, "So I think I did it...I mean there aren't anymore bots and all the civilians made it out...and...I...could use some...medical attention..." After finishing his statement, Spidey collapsed unconscious.

* * *

 **Hey everyone! Hope you enjoyed the chapter and thanks again for reading!**

 **And I'll try to make chapters as long as this, but I really don't want to rush a lot cause I've been pounded on for pacing and stuff so sorry if some are short, but I will try.**

 **Anyway, thanks again for reading and I'll see you in the next chapter!**


	7. A Place To Call Home

Chapter 7

"Quickly send in the recovery team," Principal Nezu ordered as he and the others were stunned by Spidey's performance. "Snipes, did he complete 'Situation Zero'?," he asked the Pro Sharpshooter. Not hearing an answer, he repeated, "SNIPES. Did he pass the test?"

Snapping back to reality, Snipes quickly answered, "Uh...yes...yes he did sir!"

"How'd did he do?," Principal Nezu questioned.

Snipes began inputting the information then several seconds passed and he answered, "Situation Zero After Action Report: All Civilians rescued and the threat has been eliminated." Standing up, he commented, "Who is this kid?"

Back with the students, every single one of them hadn't move or uttered a word since Spidey collapsed. Iida was the first to speak, "He...he passed..."

"With the odds stacked against him...he passed the test even All Might stated that he couldn't," Yaoyao commented.

"Holy sh*t...," Kirishima added as they all were staring at the screen.

Suddenly All Might burst into a loud roaring laughter then admitted, "HA! I guess the little guy does have what it takes to be a Hero." Facing the students, he added, "Learn from him well students cause right there is what a real hero is supposed to be."

Seconds passed then Mineta shouted, "HOLY SH*T HE'S SO COOL!" Frantically pointing at Spidey he added, "DID YOU SEE HOW HE ACTED!? LIKE HE WAS LIKE WEB WEB WEB AND LIKE STUFF!"

"Jeez...calm down Mineta, we all saw what he did," Kaminari commented, "Hey Bakugou, got anything to sa- where did he go?"

Everyone was stunned by Spidey's performance and All Might's word they didn't notice Bakugou stormed out in a fit of rage. "THAT SH*TTY BUG THINKS HE'S ALL THAT!," he roared as he stormed through the hall. "Since he's definitely going to be in our class now, I have to up my game and make sure he can't beat me," the hot headed hero added as he clutched his hand.

Back in the room, Deku held a high admiration towards Spidey. Not only because he was the first hero to pass that test, but he was also the first hero who wasn't born with a Quirk to do so. The young hero felt inspired then commented, "Alright then. This is gonna be fun!"

"Whoa Midoriya, haven't seen you excited in a while," Jiro stated.

"Ah...sorry, All Might's words really hit me and I'm feeling all fired up," Deku replied.

"Yeah, it makes me want to train harder and get stronger," Kirishima added as he flexed his muscles.

"Please stop doing that," Tokoyami commented with disgust.

"All right students, you're dismissed for today," Eraserhead announced as he walked in, "Come to class early tomorrow there is gonna be a big announcement."

"Hey we should go visit Spidey," Ashido stated as they left the room.

"I'm sure he's still unconscious maybe a bit later- ribbit," Asui responded.

"Ah Midoriya, come here for a bit," Eraserhead called out as he motioned the green haired boy over.

"Yes sir," Deku responded as he approached the Pro Hero.

"All Might said to head over to the medical room where Spider-Man is at, he wants to speak to you about something," Eraserhead explained.

"Ah! Of course! Right away!," Deku replied as he bolted out the door. Arriving at the room, he opened the door then announced, "Excuse me, I'm coming in."

"Ah there you are Midoriya," All Might greeted as he was seated on a chair.

"Mr. Aizawa said you wanted to speak to me?," Deku responded.

"Yes yes," All Might answered, "So as you know, Spider-Man is a stranger in our world which means he has no home to go to."

"Where are you going with this?," Deku questioned.

"I was thinking. Since he and you are somewhat similar in the situation of your Quirks or as he says it 'Powers', maybe he could stay with you for the duration of his time here," All Might explained.

"But sir he doesn't know that I wasn't born with my Quirk," Deku replied.

"Which is why I'm allowing you to share that minor detail with him," All Might stated. "From what I've seen, he's the most experienced Young Hero I've ever encountered and what kind of teacher and role model would I be if I didn't allow you to gain information from someone like that," he added with a big smile.

Excited, Deku shouted, "Thank you sir!"

"Shush both of you," Recovery Girl announced as she walked in, "You'll wake him up."

"Ah sorry Ma'am," All Might replied, "by the way. How bad were his injuries?"

"Multiple fractures in various places, internal bleeding along with a major concussion, and not to mention a few broken bones," Recovery Girl answered, "It's amazing how he still managed to function while under such pain and trauma."

"Wow for a little guy he sure can tank some hits!," All Might praised as he examined the unconscious Spidey.

As he stared at Spidey, Deku couldn't help, but feel that things are going to change for the better and now with an experienced young hero at their disposal. He felt that he was going to get stronger. Nodding his head, he looked to All Might then said, "I think this is going to be an amazing year!"

Happy that his disciple was pumped for new challenges and new lessons, All Might roared back, "HA! I CAN'T WAIT TO SEE WHAT THE FUTURE HOLDS!"

* * *

Several hours later at the Midoriya House Hold the still unconscious Spidey began having a strange dream. Slowly opening his eyes, he could make out that he was back in New York City. "I'm home?," he asked as he examined the area. In the distance he could hear the faint sound of water, rapidly looking in all directions, Spidey couldn't make out where the sound was coming from.

Deciding to climb the Empire State Building, he spotted it, a massive tidal wave rapidly approaching the city and no one noticed it. He quickly swung below shouting to everyone to evacuate the area and brace for impact, but it was too late. In mere seconds the city was flooded and he was washed away by the first wave. He helplessly flowed with the current until he managed to grab onto a building. Breaching his head above the water, Spidey gasped for air then quickly examined the situation.

Climbing above the water, Spidey spotted many people struggling to escape the flood. Then he noticed the bodies of those who didn't then mumbled, "No...not again..." Horrified by the familiar scene, Spidey couldn't react in time when a flag pole smashed into his head, causing him to fall into the depths barely conscious. As he slowly drowned he knew he was screaming, but he couldn't hear his own voice.

Suddenly he awoke screaming, "NOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO!" Quickly cover his mouth, Spidey tried to calm down since he now realized it was only a nightmare. Feeling his mask was still on, he removed it then began wiping the sweat from his face as he took deep breaths. "It was only just a dream...just a dream...," Spidey repeated to himself as he finally managed to calm down. "Where am I?," he asked himself as he noticed it was dark then he spotted someone in the shadows. Instincts kicked as he took his fighting stance then asked, "Who are you?"

Suddenly Deku opened the door and flicked on the lights then asked, "Mom are you okay? I heard someone screaming." Seeing Spidey in a stance prepared to fight and his mother in fear on the floor, he sighed then commented, "Bad dream?"

Realizing what Deku just said, Spidey quickly changed his posture then began apologizing to Deku's mom. Helping her up, he stated, "Sorry...I had a nightmare and I didn't know I was moved to your house." Constantly bowing in hopes of her forgiving him, he added, "Please don't kick me out..."

"Oh no it's alright," Inko Midoriya assured as she stopped Spidey from bowing then patted his head. "Don't worry, it was all a dream," she added as she continued to comfort him.

Spidey felt a sudden urge to cry for some reason. Maybe cause he hasn't been comforted like that in a long time or maybe cause no one has patted his head, but he knew one thing for sure that Deku was lucky to have a Mom like this. Reminded him of someone he considered a Mom from his world. Tearing up a bit, though he quickly wiped it away then commented, "Thank you...oh don't mean to be weird, but you kinda remind me of my Aunt May."

"You live with your Aunt," Inko questioned.

"Long story, but anyway thanks...," Spidey replied as he stood up and also helped Inko to her feet. "Again sorry for the commotion, this usually never happens to me," he added with a half smile.

"And again no need to apologize, it happens," Inko replied as she smiled, "we agreed to take you in since you're not from this world." Exiting the room, she added, "As long as you're here, you can always call this place home."

Smiling as Inko walked away, Spidey turned to Deku then commented, "You have an amazing Mom."

"Thanks and I'm glad I do," Deku replied as he smiled as well. "Oh," he added as he finally noticed Spidey's mask was off, "Should I not say anything to the others?"

"What are you talking about...," Spidey slowed as he glanced at the mirror, revealing his hazel eyes and short, but messy hair, "...Guess the secret identity is out the window..." Hearing Deku chuckle, he snapped, "What are you laughing at?!"

"Nothing nothing!," Deku repeated as he couldn't contain his laughter, "It's just that we all had a bet on how you looked, and I realize that none of us were even close!"

"What do you mean by that," Spidey shouted as he threw his hands in the air, "YOU THOUGHT I HAD A FACE OF A SPIDER DIDN'T YOU!"

"NO NO NO NO!," the green haired hero shouted back as he continued to laugh.

"STOP LAUGHING!," Spidey shouted, "I WILL WEB YOUR MOUTH! DO NOT TEST ME!"

In the kitchen, Inko couldn't help but smile on how lively those two were despite being from different worlds. "Things are looking up for this family," she added as she prepared glasses of water and returned to the two rowdy boys.

* * *

 **Hey everyone, hope you enjoyed the chapter! Not a lot of action going on, sorry about that, but I didn't wanna jump straight back into it after the last chapter. Anyway, things are gonna be heating up since the next few chapters will deal with the UA Competition! So excited to show you what I've been brain storming and hopefully you all will like it.**

 **Ah and like I said I'm referencing a lot of Spidey's past experience and stories from the Ultimate Spider-Man (The Comic) and the Spectacular Spider-Man (the Animated Show). I hope a lot of you will be able to catch them, but it's okay if you don't.**

 **Again thanks for reading and I'll see you in the next chapter!**


	8. Good Fortune For All!

**July 7th**

"Good morning students," Mr. Aizawa greeted as Class 1-A entered the classroom. "Before we start class I've got an announcement to make," the Pro Hero added as they took their seats. "Erhm, you all know that the UA Sports Festival is coming up and I know you are all excited for it."

"Sports Festival?," Spidey questioned as he looked towards Iida, "What like a Science Fair?"

"In comparison yes, but in the Sports Festival we are going to up against other classes from our school and different ones as well," the Proud Class Rep replied. "So much has happened, I've completely forgotten about it."

"Same here," Jiro commented.

"Don't worry Iida, I'm pretty sure we're all on the same boat as you," Sero added as the rest nodded in agreement.

"Man we've gotta start training then or else we're gonna be left in the dust!," Kirishima stated.

"What's your take on this Urara-whoa are you okay?," Spidey asked as Uraraka was giving an intense face. "Hello?"

"I'M GONNA MAKE SURE TO TRAIN HARD AND DO MY BEST!," the usually cheerful girl exclaimed with fire in her words.

"Oh my god did Bakugou and Uraraka switch bodies?," Spidey shouted in a panic, "Quickly Hot Head say something mean!"

"Shut up or I'll kill you," the hot tempered Hero fired back as he clenched his right hand.

"Oh thank goodness, the world isn't ending yet then," Spidey stated as he calmed down.

The students began talking and discussing training regiments and other things that might help them prepare for the big event. With the class getting a bit noisy and one more announcement to make, Mr. Aizawa tapped on the board then said,"Hey, ears on me now." The students stopped then focused on their teacher. "One more thing I need to announce is that, today after school you all will be attending a birthday party as a promotional event."

"A birthday party," Deku asked with a puzzled face.

"Yes yes, I know it's odd, but with what happened at the Dome things have been complicated so the school hosted a charity even during the days we all were recovering and one of the prizes were that one person got to spend the day with all of you," Mr. Aizawa explained. "That includes you Spider-man," he added.

"Ain't a lucky," Spidey commented.

Writing a planned out schedule on the board, Mr. Aizawa continued, "So after school today you all will meet up at the local arcade which agreed to host the birthday party then after you all will attend the premier of the new movie 'Carter Graves: Reunion' then that'll be the end of the day."

"Oh that's the movie with the super hot actor from England!," Ashido exclaimed as she lit up with joy, "I was gonna see it next weekend when the hype died down, but this is even better!"

"Wasn't this character in the big super hero movie that showed a year ago called 'Commander Rogers: War Within'?," Mineta commented.

"Yeah! But this movie is about Carter's story after that and omg, I'm just so excited," Ashido explained as she was jumping in her seat.

"Well hopefully you all enjoy the birthday party and movie," Mr. Aizawa chimed in, "And Bakugou. This is a mandatory thing, so if you don't show then you won't be able to participate in the Sports Festival, got it?"

"Tch...whatever, I'll go," Bakogou snapped as he crossed his arms and leaned back into his seat.

"Well with that let's get class started then," Mr. Aizawa announced as he turned to the board.

* * *

After school ended, Spidey and Co all returned home to change in the proper attire for a birthday party and movie. Later the young heroes all met up outside the arcade where they waited to greet the lucky person. "Spidey...a question," Iida commented as he stared at Spidey's outfit.

"What?," Spidey replied in confusion, "Ah man don't tell me my shirt is on backwards..."

"No no...it's just," the Class Rep began to explain, "Why are you wearing your mask with casual clothes?"

"Oh...uh...you know the secret identity stuff," Spidey answered as he rubbed the back of his head, "Eheh...don't worry I'll take it off sometime in the future, but I'm just not ready for it now."

"That's fair, you only just recently met us," Uraraka chimed in.

"Hey guys wouldn't it be better if we waited inside and shouted 'Happy Birthday' when the person walks in," Ashido announced as she was full of excitement.

"That doesn't seem like a bad idea," Yaoyo commented.

"I'd want some one to do that for me if it was my birthday," Kaminari added.

"Well then let's all go then," Spidey stated as the heroes entered and prepared for their surprise. Few minutes passed then they heard a car pull up followed by the sounds of footsteps approaching the arcade. "Alright everyone," Spidey announced, "On three. 1...2...3!"

"HAPPY BIRTHDAY!," the Young Heroes shouted as the lucky person entered the arcade.

Spidey saw the smile on their face then shouted, "Awww yyyeeeaaahhh! Let's get this party started!"

"YYYEEEAAAHHH!," the rest shouted as the party began.

* * *

 **Hey everyone, sorry it's been awhile since the last update, I've been swamped at work and all that and I was just really tired to edit and publish the chapters, but I wanted to post this as soon as I could for one of my readers who has supported me since I started writing.**

 **I'm really thankful for your reviews and inputs on my stories. I know I'm a day late, but I hope you had a wonderful birthday and I wish the best of luck on your adventure through life just as you wished me good fortune with my stories. Thanks again and I'm glad to have a supporter like you!**

 **And to the rest of you all whose birthdays fall on July 7th, I hope you too had a wonderful birthday and I hope you all will enjoy the Premier of Spider-Man: Homecoming with friends and loved ones!**

 **Now for everyone of my readers, I wish you all a Happy Early Birthday and Belated one as well! I wish you good fortune in life and I hope you stick around for this story and thank you all for reading!**

 **With that I will see you all in the next chapter!**


	9. Declaration of War

Chapter 8

Suddenly Spidey heard a loud alarm then on instinct reached for the button, but felt something soft. "Huh...," the young web head groaned as he squeezed, "So soft..." Out of nowhere someone moaned which caused Spidey to sit upright then asked, "Who is there?" Seeing no one in the room, he commented, "Wait...then who just moaned?"

Glancing down to his bed he realized that Ashido was lying next to him and that "soft" thing he was squeezing was her breast. "EEEEEEEEEKKKKKKKKKKKK," Spidey screamed as he retracted his hand with a horrified expression. "Oh my god oh my god oh my god! I'M GOING TO JAIL! I'M GOING TO JAIL!," he screamed in his head. "Wait why is she even here?," he asked as he quickly became confused.

"Don't be so loud in the morning," someone else commented.

Tracing the source of the voice, Spidey spotted Yaoyao then screamed, "AHAAHAHAHAAHAHHAHAHAHAH!"

"Please stop screaming," Uraraka added as she revealed herself.

"Yeah, I'm still drained from last night," Jiro commented arising from underneath the blankets.

"L-L-Last night? WHAT HAPPENED LAST NIGHT?!," Spidey frantically asked as his mind began thinking in the gutter. "NO," the young man shouted as he concluded what the only possible outcome could've happened.

"Yeap..., we all did it," Hagakure stated.

"It was 'Amazing'- ribbit," Asui added as her and the rest of the girls closed in on Spidey.

"And we're ready for round 2," they all announced.

"AAAAAAAAAAAAAAAAAHHHHHHHHHHHH," Spidey screamed as his vision was just covered with them. Waking up in the real world, he screamed, "FORGIVE ME AUNT MAY I DIDN'T MEAN TO!"

Spidey's sudden outburst woke up Deku and Inko who then suddenly rushed in to check on the young web slinger only to see him latched onto the ceiling. "A-are you okay?," Inko asked as she was stunned by Spidey's horrified face.

"Me? Y-y-yeah- I'm fine-to-totally fine," Spidey stuttered as he tried to decided whether the dream he had was a good one or a really weird one. "Totally not dreaming of the girls in our class- no no no- that wouldn't be a very good hero of me- nope- not a good hero," he added as his began shaking his head.

"You don't seem okay," Deku commented.

"I'M TOTALLY FINE!," Spidey asserted as he landed on the floor. Realizing his legs were shaking, he added, "They called me 'Crazy Legs' in my world whenever I woke up so don't worry about this."

"Riiiggghttt...," Deku commented, "Well I guess we should get breakfast ready then."

"Yes- of course," Inko snapped as they both left the room quickly.

Alone with his thoughts Spidey began raging. "DUDE WHAT THE HELL WAS WITH THAT!"

"I DON'T KNOW DON'T ASK ME!"

"AAAAAAAHHHHH NOW THEY THINK WE ARE EXTRA WEIRD!"

"NO NO NO NO! NOW THEY THINK WE ARE EXTRA WEIRD AND CRAZY!"

"STOP IT! YELLING AT ONE ANOTHER ISN'T GOING TO GET US ANYWHERE!"

"YOU'RE YELLING TOO!"

"I'M YELLING TO STOP THE YELLING!"

"STOP YELLING!"

"AAAAAAAAAAAAHHHHHHH!"

Inko opened the door again only to see Spidey slamming his head into the wall. Realizing she came in on a very bad time, she quickly closed the door. "That poor boy," she commented as she headed back to the kitchen.

Finally done with his minor outburst, Spidey quickly calmed himself then added, "Not a great way to start the morning..." Exiting his room, he smelled pancakes and bacon then made his way to the kitchen. Spotting Deku and Inko were sitting and waiting for him, he apologized, "Sorry...guess this whole 'Getting Stuck In Another Universe' is still new to me and I'm kinda losing my mind due to that."

"Don't worry, I'm sure you'll be fine," Inko comforted though she didn't really quite know what to say besides that.

"Yeah, I'm sure you'll be fine," Deku repeated due to also not knowing what to say.

"Like Mother like son...," Spidey commented to himself. Sitting down, he asked, "Uh...so...can we start eating?"

"Oh-oh right," Deku said as he clapped his hands together, "Thank you for the food!"

"Thank you for the food," Inko repeated.

"Uh...," Spidey stuttered as he followed the two, "T-Thanks for the food!"

"Alright let's dig in," Inko announced as the three began eating. After breakfast the two boys got ready for the school day then headed off. "Be careful and good luck," Inko announced as she waved bye.

"Thanks Mom, cya later," Deku replied as he raised his fist in the air.

"Thanks Miss M," Spidey added as he waved. Later arriving in the classroom, Spidey couldn't help, but feel like he's already lived today. "Hey Deku...didn't we already come to school?," the web head asked.

"Yesterday," the green haired hero sarcastically replied back.

"No, I'm saying aren't we here a bit early?," Spidey snapped as he took his seat.

"Yeah cause Mr. Aizawa said to be here early for an announcement," Deku replied as he did the same. "Are you okay?"

"I think we both know the answer to that," Spidey answered, "I don't know it feels like today is repeating itself..."

"I don't know then, but here comes the rest of the class and Mr. Aizawa," Deku responded as the others entered.

"Alright everyone take your seats," the Pro Hero announced as he stood behind his desk, "So today I asked you all to come in early cause I wanted to update you on a few things."

"Is it about a Sports Festival?," Spidey asked.

"Yeah. How'd you know that Spider-Man?," Mr. Aizawa questioned with a confused look.

"Nothing...I just had a feeling...," Spidey answered, "Is the next thing about a birthday party?"

"What? No," Mr. Aizawa responded, "the next thing I was going to say was to make sure you all train properly cause as you all know this Festival is a big thing for anyone looking to go 'Pro'."

"Is this like the Olympics, but for people with powers?," Spidey asked as he leaned back in his chair.

"Yes," the Pro Hero answered.

"Wow, you all have a pretty good thing going and I'm really surprised that they turned using your quirks into a festival," the web head commented. _I guess the whole birthday thing was a dream too.._

"Anyway, that's all for now so let class begin," Mr. Aizawa added as he turned to the board.

As lunch came around, Spidey found himself with Deku, Uraraka and Iida while the others discussed about the Sport Festival. "So you guys got any training regiments you wanna work on?," he asked as he leaned against his desk.

"You're willing to help us with our training?," Deku replied, taken aback by Spidey's question.

"Well I am kind of a 'Pro' Hero and I've got some experience so I was just making an offer," Spidey answered. He didn't know if he was participating in the Festival or if he was even allowed to due to what happened during his test to prove himself, but he knew that if he helped the Students of Class 1-A in the training, it might give them the edge and hopefully will lead them to be proper heroes.

"I think I'm good Spidey," Kaminari answered first, "I've got something special for my training so yeah..."

"Also I'd think he'd be to slow to keep up with you Spidey," Jiro mocked as Kaminari gave a face.

"Thanks for the offer Spider-Man, but I'm sure most of us will like to train on our own to test our own limits," Iida answered as everyone looked at each other then nodded in agreement.

"Alright, at least I offered," Spidey replied. _Well I guess their minds are in the right place. Can't really know your own limits without going all out on your own._ "How about you Uraka-."

"I'M GONNA DO MY BEST," the usually relaxed girl roared as she raised her fist in the air.

"Wh-whoa are you okay Uraraka," Spidey asked in fear and concern. "Did her and Bakugou switch personalitied?," he asked as he looked at the hot tempered hero, "Quickly say something mean!"

"I'll kill you," Bakugou snarled as he glared at Spidey.

"Oh thank goodness the world is not ending-wait I've said this before," Spidey commented. After hearing Uraraka shouting that she'll do her best three times, Spidey and Co. made their way to the cafeteria. Overhearing Iida, Deku, and Uraraka's conversation of why they wanted to be a hero, he chimed in, "Those are pretty interesting reasons Iida and Deku."

"Thanks," the two replied.

"Anyway, Uraraka what's your reason," Deku asked.

Embarrassed, the young hero turned away then said, "Oh..I-I uh...My reason isn't noble like yours...uh..." Finally building up courage she stated, "I'm doing it for the money!" Glancing at her friends and Spidey, she noticed that their faces were filled with confusion.

"Nothing is wrong with that Uraraka," Iida answered, "Many heroes pursue have the same reason as you."

"Yeah and I'm sure you're doing it for your family right," Deku added.

"Y-yes...I wanted to help them with the family business, but my dad said he'd be happy if I followed my own dreams," Uraraka explained.

"I forgot they get paid for being heroes...I wish I got paid...Suit repairs aren't cheap...," Spidey mumbled to himself. "Don't worry Uraraka, I'm sure you'll make your mom and dad pr-."

"I AM HERE," All Might roared as he appeared from around the corner, scaring Spidey and the others.

"A-All Might?! W-what are you doing here," Deku asked.

"AND DON'T YOU KNOW IT'S RUDE TO SHOUT," Spidey snapped from the ceiling. "What? It's a reflex," the web head added as he got stares from Deku and the others.

"Anyway, Midoriya," the Pro Hero announced.

"Y-yes?," Deku answered.

"Lunch? Wanna have it with me?," All Might asked as he brought out a lunch box.

"That's so adorable!," Uraraka commented.

"THAT'S SUPER WEIRD!," Spidey added as the two left.

After that Spidey and Co. entered the lunch line as Uraraka and Iida discussed how All Might seems to favorite Deku. "It is interesting and extremely fortunate to resemble another Hero's quirk, maybe that's why All Might seems to eye Midoriya a lot," Iida commented.

"Yeah, even on the bus Tsuyu mentioned that Deku's quirk was similar to All Might's," Uraraka added.

 _Oh jeez...keep it cool Spidey. Don't let them know that All Might chose Deku as the next one to inherit 'All For One'. Please don't ask for my opinion._

"What do you think Spidey," Iida asked.

 _Darnit...Better come up with something smart..._

"Uh...I think it's really interesting too, I mean in my world I'm technically the longest user of my powers, but Kaine and Jessica rarely drop by for a tutorial...," the Web Slinger answered.

"Kaine and Jessica?," Uraraka questioned.

"Ah...see there was this one villain called the Jackal and he kinda cloned me resulting in three versions of myself well when that happened there was a while I thought I was a clone, but that's a story for another time," Spidey began to explain as Iida and Uraraka had confused looks on their faces, "Anyway, they're clones of myself who have the same powers as me, but both of them have a unique ability I don't."

"Very interesting story Spider-Man," Iida commented.

"Your life sounds like a hassel," Uraraka added.

"Don't need to tell me twice...," Spidey replied.

The school day finally ended and Spidey headed home without Deku. Hearing the door open, Inko greeted, "Welcome home! Oh, Izuku is with you?"

"I think he's having a meeting with All Might," Spidey replied as he took off the shoes of his costume.

Realizing the young hero didn't have any other change of clothes, Inko stated, "Oh dear, we should go shopping this weekend. You must get tired of wearing your costume and your boxers must be faded and used up by now."

"It would be nice, thank you," Spidey replied as he bowed his head.

Finally arriving home, Deku opened the door then announced, "I'm home!"

"We're in the dining room," Inko shouted back.

"Dinner smells great Mom, thanks," Deku exclaimed as he kissed Inko on the cheek then sat down.

"Thanks for the food!," the three hungry members of the Midoriya household shouted as the began digging in.

The next day during class Spidey asked if he was supposed to participate during the Festival and Mr. Aizawa said yes and reminded the class of how important this was for all of them. After class the door was again suddenly crowded with students. "Whoa what's with all these people?," Deku questioned as he tried to examine the hallway, but it was filled to the brim.

"YOU WILL NOT HOLD ME PRISONER!," Mineta shouted.

"I hope this isn't related to me," Spidey commented from the background.

"They've come to check out the competition," Bakugou answered as he stood in front of the mob.

"He's right, it's only natural since we've survived a villain attack," Iida commented.

"Out of my way minor characters, you've already got enough of how a Pro should look like!," Bakugou boasted as he took one step out of the classroom.

"YOU CAN'T CALL PEOPLE MINOR CHARACTERS!," Spidey and Co. shouted at the Hot Headed hero.

"Well well well, I came to check out the famous Class 1-A, but I now all I see is a bunch of egotistic showboats," a student with messy long purple hair commented as he made his way through the crowd.

"No offense dude, but you look like you should get some sleep," Spidey suggested at the appearance of the student.

"Don't get me started on you freak show," the student snapped at Spidey, "It's not fair that you were given a chance to enroll in Hero course without any proper schooling or credits."

"First of all 'Freak Show', I'm not from this world and I'm sure you know how well I did during the test," Spidey snapped back with some anger in his voice, "I can take it again just to see for you and pass with a better score."

"Tch, whatever," the student replied, "Just letting you all know you'd better bring your all cause if one of you doesn't cut it, you're out of the program." The students of 1-A and Spidey glanced at each other while he added, "Take this as a declaration of war." Making his exit, he announced, "Oh and my name is Hitoshi Shinso. See you at the Sports Festival 1-A."

After that the crowd began to leave, though Spidey could hear someone else shouting at them, but he didn't want to listen just in case someone else had beef with how he ended up in Class 1-A. With the crowd finally gone, Spidey announced, "I don't know why, but I have the sudden urge to kick some butt."

"I'm with you on that," Kirishima added.

"Alright everyone, let's train hard and give it our all!," Iida roared as they all, but Bakugou raised their fists.

A few weeks passed by while the young heroes trained, although Spidey didn't feel it at first, after watching Deku he decided it's better to prepared than to look like an idiot even though he does most of the time. On the morning of the Festival Inko wished the two boys good luck and to be safe as they left the house and readied themselves for the fight ahead. Meeting up with the others in the locker room, Spidey asked, "So how's everyone feeling?"

"I'M SWALLOWING MY FEARS!," Mineta shouted.

"Amped up...," Jiro answered.

"Feeling like a nervous man, but still a man," Kirishima roared.

"I think I'm feeling okay," Kaminari added.

Suddenly Iida opened the door then announced, "EVERYONE! READY YOURSELVES FOR WE ARE ABOUT TO TAKE THE STAGE SOON!"

Spidey noticed Mineta pretending to swallow something then figured that's what he meant. Glancing at Deku he spotted him taking deep breaths to calm himself. Examining the others in the room, he could see that the others were nervous, but ready and he could guess a bit excited. "Well good luck everyone, let's do our best out there," Spidey commented.

"Thanks Spid-."

"Midoriya," Todoroki announced as he approached the green haired boy, "I don't know what's going on between you and All Might, but know that I will beat you."

"That's the second declaration of War, what's going on?," Kaminari questioned.

"I don't know what's going through your head Todoroki, but I'm also aiming for the top and that means I will beat you," Deku stated with fire in his eyes.

"Okay then," Todoroki replied as he exited the room.

"Geez you guys take this way too seriously," Spidey commented to freshen up the air from all the tension, "Just go out there and give it your all." Noticing everyone's attention was focused on him, he began thinking of what else to say. Frantically thinking of something cool, he shouted while raising his fist, "P-Plus Ultra!" Suddenly everyone began laughing then he commented, "See...all it takes is an idiot to make things better...sometimes." Quickly changing into the school uniform he was required to wear, he announced, "Now let's do this!"

As Present Mic gave the competitors a stardom announcement followed by Bakugou's blunt announcement speech Spidey began thinking of how unfortunate he was going to be without his web shooters, but examined the area and figured that the competition was mostly going to take place indoors. _Well at least they let me keep my mask on along with my gloves and shoes, but this is gonna be rough._ With the timer counting down, Spidey and the Class of 1-A prepared themselves for the path ahead.

"3!"

"2!"

"1!"

"GGGOOO!"

"Alright, let's do this," Spidey roared as the UA Sports Festival was underway.

* * *

 **Hello there, I hope you liked this chapter and thanks for reading!**

 **I'm gonna try to update every weekend to Monday since it takes about 3-4 days for me to write and stuff. I'm also sorry about the long wait, but can't help it if life gets in the way.**

 **Anyway, the Sports Festival has begun and I'm excited to show you all what I've been coming up with! Thanks again for reading and I'll see you in the next chapter!**

 **P.S. This is actually the longest chapter I've written! Over 3000 words! Someday I'll reach over 9000...sorry about that just had to. Anyway thanks again!**


	10. Mister Popular

Chapter 9

"Aaahhh...the door...the most difficult thing every living being encounters...Some slam into it, some tend to hit their toes on the corner of it, but the most difficult challenge is getting through it!," Spidey sarcastically informed as he leaped over the other students then began wall running, "Well that's if you're not a Spider." As he exited the tunnel, Spidey began a full sprint then commented, "Usain Spidey coming through!"

"WOAH it looks like Spider-Man from 1-A has taken the lead while the other students are still struggling to get through the tunnel!," Present Mic commented as he spotted Spidey barreling ahead, "Will the man from another world show up our young heroes?!"

"Man if I could do this everyday during gym class," Spidey commented as he picked up the pace. _Huh? Spidey Sense going crazy!? Where could it be?!_ As he reached the open area of the course his Spidey sense flared. Spidey quickly glanced around before finally spotting a robotic arm swinging straight at him, he then dodged out of the way and landed a few feet back. "Crap its the robots from the exam," he commented as they formed a wall to block the path.

"Spider-Man is the first to encounter the robots on the course," Present Mic announced. "He better think of something fast cause the rest of the competition is catching up!"

"They should change his name to 'Present the Obvious'," Spidey mocked under his breath. As he analyzed the best possible way to get around, he came to a conclusion then shouted, "Well here's one for you Power Man!" He charged the robots head on then began dodging their attacks, causing some to hit each other.

"It looks like he's cleared the robots!," Present Mic shouted, "Can anybody stop this kid!"

"Seriously change his name," Spidey repeated as he proceeded forward. _I would like to worry about the others, especially since I gave that sort of speech about being friendly and working together, but for now it's all Spidey!_

"WOW look at Class 1-A go," Present Mic roared over the speakers.

Spidey took a glance at the screen and saw the others quickly making decisions to get past the robots then continue forward. "Heh, it looks like you guys learned something from your first villain experience," he praised them as he headed to the next obstacle, "How in the world did they build this in the short amount of time we had..."

"And again Spider-Man is the first to make it the obstacle," Present Mic announced, "Now how will he- HE'S JUST RUNNING THROUGH IT!?"

"Abilities of a Spider," Spidey explained as he casually ran across the obstacle, "My equilibrium is always on point!" Spidey continued down the path and as he reached the final obstacle, his Spidey sense once again flared. "Oh boy, it's going crazy this time," he commented as he began surveying the area in front of him.

"Ladies and gentlemen, Spider-Man has reached the final obstacle," Present Mic announced as Spidey waited to see what kind of obstacle it is. "Watch your step Spider-Man cause you're heading into a mine field," the hero informed, "For safety purposes the mines aren't the powerful, but will flash and cause you to cower in fear."

"A mine field?," Spidey questioned as he finally could see where the mines were hidden and once again he began to strategizing a plan. "Looks like I'm gonna have to go straight through it again," he concluded as he prepared himself. "Alright here we go," Spidey shouted as he leaped onto a mine.

"That's not gonna work Spider-Man- wait...WHAT," Present Mic shouted in shock as Spidey leaped from mine to mine without setting them off, "WHO IS THIS KID?!"

"Just my luck," Spidey began to explain, "these mines aren't the sensitive to a light touch, but to a certain force of contact so if I continue my pace with this pressure I'll clear it with minimal damage!"

"LADIES AND GENTLEMEN YOU'RE SEEING IT FOR YOURSELF," Present Mic roared as Spidey entered the stadium, "IN FIRST PLACE IS SPIDER-MAN!"

Spidey smiled and waved as the crowd cheered. "Oh man, I wish I was this popular back on my Earth," he commented as he halted and waited for the others. Watching the screen he saw Deku pull of what he would call a crazy, but genius plan and sky rocketed into 2nd place as he cheered, "AH YEAH WAY TO GO DEKU!"

"What a spectacular comeback by 1-A's Midoriya and he will take 2nd place," Present Mic announced, "How exciting, makes us forget that Spider-Man was even in the competition."

"Yeah...now that I look at it, my experience was pretty boring compared to what I watched on screen," Spidey acknowledged. "Hey Deku," Spidey shouted as the green haired boy approached him, "Dude you did awesome! Nice comeback!"

As he caught his breath, Deku replied, "Thanks...Spidey, but you're pretty amazing yourself...Coming in first place and all..."

"Hey don't worry, you get more experience and obstacles like that will be a piece of cake," Spidey responded as he raised his hand for a high five.

"Yeah and I hope you are there to experience things with us," Deku said as he accepted Spidey's gesture.

"Besides from what I heard from Eraser Head and what I saw on my first day at UA, I could tell that not only you, but the rest of our classmates have grown a little bit," Spidey praised, "Conquer every challenge that comes your way and I'm sure you all will be great heroes."

Deku glanced at Spidey then thought, _I keep forgetting his our age, but he has so much experience...All Might was right, Spider-Man will be a great example of how we can become great heroes._ As the rest of the competition came in the stadium simmered down as Midnight announced the standings along with the next game.

"Prepare yourself first years for a CALVARY BATTLE!," Midnight announced as the screen flashed.

"A team game?," Asui questioned as she and the rest were confused.

"Now let me explain the rules," Midnight continued as she began to explain the rules, "Now let's see how much our friendly neighborhood Spider is worth." She pointed to the screen then shouted, "A WHOLE TEN MILLION POINTS!"

Spidey could feel the glares of everyone on him then commented, "You know...suddenly I don't want to be popular..."

* * *

 **Hey everyone! Yes it is I and I'm not dead! WAHOO! Anyway, before I thank you for taking the time to read this what I consider to be a sort of short chapter, I would like to tell you of what's been happening and why I haven't been updating recently.**

 **1\. I got promoted at my job, so I am now tasked with more responsibilities and stuff that comes with it.**

 **2\. The place I live at was threatened by North Korea and so as it came to be my family was in a bit of a panic, but quickly settled down. I would like to go into, but let's just say they were planning to move, but reconsidered it.**

 **3\. WORK IS STRESSFUL and I couldn't find the energy to type and edit through my horrible style of storytelling...sorry for that.**

 **4\. WORK IS STRESSFUL**

 **5\. LIFE IN GENERAL IS STRESSFUL, lately I've been feeling like I'm in some poor sitcom cause I've been doing the same thing everyday which is wake up, go to work, try my luck in romance, feel bad about it, then play some video games or watch tv shows. Such is the life of a 20 year old...everybody younger than you thinks you're old and everybody older than you treats you like a kid...adulting is hard...**

 **Anyway that's about it from me, but I always checked my emails for any new things on the story and I feel very grateful that many of you have decided to follow this story and I can't thank you enough.**

 **I am planning a new way to update stories, so if you see that many chapters have been uploaded in a single day or in a short amount of time then that's me basically bombarding you all cause I do feel bad for leaving you with doubt about this story and will it continue. I will do my very best and I hope you all will stay along for the ride.**

 **A little update on the story itself, sorry if the last chapter offended some people, I was trying to be funny, but I forgot that trope has been used so many times, I thought it would've been funny cause it was with Spider-Man. Once again sorry for that.  
** **Dealing with the rating of the story which is currently Rated M, I do plan to give a more adult look on how the world of heroes work. Inspirations directly come from Ultimate Universe of Marvel and some from the Main Universe of Marvel. ( Don't worry DC fans I am taking some from there too) I will admit it was a joke at first cause Bakugou is known for a potty mouth so I was not gonna censor his outbursts and yes I'm not censoring anything now.**

 **Finally I would like to thank you all for the long time I took to update and I sincerely thank you for waiting and reading this chapter!  
Now I will see you in the next, CamSpams out! **


	11. To Catch A Spider

Chapter 10

Spidey could feel the glares of everyone on him then commented, "You know...suddenly I don't want to be popular..."

"Alright everyone you have 15 minutes t-," Midnight paused as ear piece suddenly vibrated. "Yes? Oh...Oh..that will be interesting, yes sir," the 18+ hero mumbled as she received orders from the higher ups. Regaining her posture, she announced, "Alright everyone you have 15 minutes to form a team of four, except you Spider-Man."

"What wait?," Spidey asked in shock.

"Since you're not technically from this world, and you've proven to us that you have more experience than the other students, having you on a team will be an unfair to everyone else," Midnight explained, "So you'll be alone during this Calvary Battle and the team to snatch your headband is automatically secured for the next round!" The stadium roared as the hype lifted.

"This means that all we have to do is focus on Spider-Man and will be in the next round for sure," a random student commented.

"Ah yes, but don't forget, if another team snatches his headband then you'll still have to gain enough points to place for the next round," Midnight replied, "So be sure to grab a couple extra before taking down the Big Spider!"

"Well it's a good thing I'm already used to having a target on my back," Spidey mumbled to himself as he glanced around the stadium and spotted many teams already being formed. "Damn, this looks like it's gonna get really ugly real fas-okay why is the ground wet," he commented as he followed the stream and found Deku was the source of it. "Wow Deku, you green haired beast, already having two girls on your team," Spidey mocked as he spotted Deku having trouble with one girl on his team as Uraraka stood there. "Don't play too hard to get my friend."

Spidey spotted Bakugou and Kirishima teaming up then commented, "Well I can tell who is gonna be the Rambo of this round." Glancing around he noticed that Iida joined Todoroki then said, "Yikes...gotta watch out of those guys, lots of brain on that team." As the 15 minute marker came closer, Spidey placed his headband on him then mumbled, "It's a good thing I can make this thing stick to me, thank you adhesiveness of a Spider, this gives me some advantage since having a lot of people after me is bound to get hectic." He's been using this technique as a way that makes his mask harder to take off when confronted by his enemies also its makes his spandex suit feel comfortable. "So glad they allowed me to wear my suit and web shooters...although I can't make anyone fall on purpose, but I can create obstacles to prevent them from reaching me, besides I'm already at a disadvantage being a solo act in a team game."

"Alright All Star Spider-Man, take your place in the center of the playing field," Midnight announced as Spidey and the others readied for battle.

"3!"

Spidey could already feel his Spider Sense beginning to flare up. "No surprise my sense are going crazy...just gotta focus Parker," he whispered to himself.

"2!"

"That 10 Million is ours!," Bakugou roared at the top of his lungs as he pointed towards Spidey.

"1!"

"Let's do our best team!," Deku encouraged as the timer finished.

"GOOOOOO!"

Immediately Spidey was rushed from all sides as he prepped his escape plan. "Alright folks, it's time to catch a Spider," he roared as he charged towards Bakugou's team causing them to stop in their tracks. Deciding to take the bull by the horns, Spidey leaped towards Bakugou then shouted, "HEADS UP NADES FOR BRAINS!" Placing his hand on the top of Bakugou's head, Spidey somersaulted off into the air causing Bakugou to lean forward and inadvertently gaining momentum which ended up with his team crashing into another. Feet on the ground again, the young hero began dodging all types of quirks from every direction when suddenly he found his foot stuck to the ground by some weird purple object. "Ew...I don't even wanna know what this is...," he commented to himself as he attempted to remove it, but was distracted when he heard a creepy chuckling from behind him.

"Hehehehe, that Spider-Man is the thing that will defeat you," Mineta commented as he revealed himself from Shoji's arms. "NOW ASUI GET THE HEAD BAND!" he shouted as Tsuyu's tongue propelled from the darkness.

"This is like a scene from a Sci-Fi horror film," Spidey commented as he quickly dodged the Frog Hero's attack. He finally managed to remove Mineta's ball from his foot then chucked it back at him shouting, "I believe this belongs to you!" On instinct Shoji covered his team, giving Spidey the chance to escape, but he was quickly stuck between a rock and a hard place when he found himself being attacked by the rest of the competition. Suddenly his Spidey sensed exploded with danger signals as he commented, "This feeling, it's like when I first encountered Electro. Nearly died, but I'll never forget the how extreme my Spidey sense flared." Spidey quickly surveyed the area then found it was Kaminari preparing to attack. Learning from past experience, Spidey began webbing his feet then commented, "You are all in for a shock!"

As on cue Kaminari unleashed a devastating amount of electricity stunning the rest of the competition followed by Todoroki icing the floor which immobilized everyone but Spidey who leaped into the air. "Wow look at the Ice Man go!," Present Mic blasted through the speakers, "Stunning play from Todoroki of Class 1-A!"

"He couldn't have done that without the help of Kaminari's attack," Aizawa chimed in, "he obviously learned from the last game and was probably surprised when most of the students dodged his attack." Glancing at Present Mic he finished, "He's clearing changing up his plan of attack."

Giving a thumbs up, Present Mic responded, "Amazing commentary Aizawa!"

"FORWARD IIDA!" Todoroki shouted as his team propelled to an airborne Spidey. "Yaoyo, you know what to do," he commented as she nodded then prepared to defend her team against other attacks. "Let's get that headband!"

Landing on the icy floor, Spidey began skating away while mocking, "Don't underestimate my Skating abilities!" Dodging ice attacks by Todoroki, Spidey leaped off one of the ice mounds that was made then shouted, "You're gonna have to do better than that or else I'll just keep on shredding!" As he continued to evade Todoroki's assault, Spidey glanced around and spotted many teams battling to advance. From Bakugou's rage to Midoriya's leadership skills, Spidey could tell that everyone here wanted to be the best and he knew that everyone was giving it their all. "This is way more fun than my gym class activities," he commented as he shredded through the icy floor.

"Your route ends here!" Todoroki shouted as he flicked his hand upwards creating an ice wall.

"Well that's just rude," Spidey commented as he stopped then faced Todorki's team. "So what now? You gonna say something really cool or like maybe reveal something to us that we never knew about you before? Granted I just met you a few weeks ago, but I'd still be very surprised," Spidey rambled as he began to plan his escape. _Gotta stall them with my charm. Okay, maybe not 'charm', but you know what I'm talking about..._ "Are you gonna confess your love to me or like you're just gotta stand there staring at me," Spidey continued on as Todoroki and his team glanced at each other in confusion, "Seriously I'm flattered, but I'm not really into guys, I mean if that what you're into then hey man go for it, but just not for me. I kindly decline your offer, so yeah."

"What are waiting for?" Kaminari asked as Iida hadn't moved and Todoroki was silent. "Guys he's cornered, let's just rush him and get the headband."

"That's a reckless plan," Yaoyo replied as Kaminari made a face. "I'm sure Todoroki is waiting to see what Spider-Man does due to the fact the he came in first place during the last event and that he's more experienced than us."

"Well yeah, but he's outnumbered," Kaminari responded, "We can take him."

"No we can't," Todoroki broke his silence, "He'd just evade us and escape which will result in this whole plan being a waste of time."

"Well we're kind of short on time," Kaminari stated as he pointed towards the clock. "We gotta act now or he'll just web his way out of here."

"Iida, I can't think of anything that will guarantee our victory over Spider-Man," Todoroki admitted as he glanced down to the Speedster.

"I have a plan...," Iida replied, "But do you all trust me?"

"Of course," his teammates replied.

"Then hold on!" the Speed Hero shouted as his Engines roared causing Spidey's senses to flare.

"Crap outta time!" Spidey shouted as he prepared to fight.

"RECIPRO BURST!" Iida shouted as he rocketed forward at incredible speed.

"I told you, you're not Quick Silver fa-" Spidey managed to say before being knocked off his feet. _What the heck? I just blinked and now I feel like I'm flying..._ Coming to his senses, he could see his feet dangling free off the ground then realized he was being dragged through the air. Within his peripheral vision he could see Todoroki was holding on to his headband with a shocked expression on his face. "Hey I'm surprised as you are," Spidey commented as he sprung back into action by webbing the icy floor followed by pulling himself forward which resulted in the loss of his headband for his freedom from Todoroki's hand. Feet on the ground again, he spotted that his attackers came to a stop then realized Iida was the reason he took a magical quirk ride through the air. "I take it back Iida!" Spidey shouted as he applauded the Speedster, "You're kinda Quick Silver fast."

"TODOROKI'S TEAM HAS SECURED THEIR SPOT FOR THE NEXT EVENT!" Present Mic roared through the intercom as the crowd cheered. "SPECTACULAR TEAM PLAY BY THE 1-A STUDENTS! YOU REALLY SHOWED SPIDEY WHOSE BOSS!" he added as Todoroki's team and Spidey exited the field of play. Minutes later the timer ran out as Present Mic once again screamed through the intercom, "AAAAAAAAAAHHHHHHHHHH YYYEEEAAAHHH! WHAT A OUTSTANDING PERFORMANCE BY ALL THE STUDENTS! LET'S GIVE THEM A ROUND OF APPLAUSE!" The crowd cheered as he continued, "All of you did your best, but only four teams can advance to the next round and here they are by order." With the screen flashing the team's placements, the Loud Hero announced, "IN FIRST PLACE WE HAVE TEAM TODOROKI! AND IN SECOND WE HAVE TEAM BA-KU-GOOOO! THIRD IS TEAM SHINSO! AND FINALLY IN FOURTH WE HAVE TEAM MIDORIYA!"

"Congratulations to these teams," Aizawa interrupted as Present Mic made a face, "All participants please report the medical bay for treatment and those who made it the next round please prepare yourselves."

"Thank you for your commentary Aizawa," Present Mic responded with a sour face. Aizawa shrugged as he announced, "ALRIGHT FOLKS! AFTER A SHORT BREAK WE WILL BE BACK WITH THE UA SPORTS FESTIVAL FIGHTING TOURNAMENT!"

* * *

Shortly after the intermission the participants of the next event took the stage as Present Mic announced the match up, "Coming straight from the lottery our battles today will be: HITOSHI SHINSO VS. IZUKU MIDORIYA - HANTA SERO VS. SHOTO TODOROKI - IBARA SHIOZAKI VS DENKI KAMINARI - TENYA IIDA VS MEI HATSUME - MINA ASHIDO VS. YUGA AOYAMA - MOMO YAOYOROZU VS FUMIKAGE TOKOYAMI - KATSUKI BAKUGO VS OCHACO URARAKA!" The crowd roared with excitement then Present Mic added, "OH YOU THOUGHT THAT WAS IT?! WELL WE GOT A SURPRISE FOR YOU FOLKS!" The screen began flashing Spidey's name as Present Mic roared, "THE WINNER OF THE FINAL BATTLE WILL HAVE TO DEFEAT OUR FRIENDLY NEIGHBORHOOD HERO FROM ANOTHER WORLD TO SEE WHO IS THE UA SPORTS FESTIVAL FIGHTING TOURNAMENT CHAMPION!"

"WWWHHHAAATTT?!" Spidey and the others shouted in shock.


	12. Ya'll Ready For This?

Chapter **11**

"That's all for now, time for a little break!" Present Mic announced, "Everyone please enjoy what the UA Festival has to offer and we will see you back here for our afternoon festivities."

"Well well well, I sure am hungry haha..." Spidey commented as his Spider-Sense flared from the many glares he was getting from some of the students in the Medical Bay. Shuffling to the door he quickly opened it and ran out of the room while shouting, "SEE YA!" Bolting down the hallway to put some distance between himself and everyone else. After running several hallways down, he stopped to catch his breath while commenting, "Holy crap...being popular is hard..." _Well I feel like this type of "Popular" is 'John Tucker must Die' kind of vibe, but eh...it is what it is..._ Examining the hallway he realized there weren't any signs around to guide him to the outside. "Oh...and I'm lost...just great...Parker Luck for you..." He added as he aimlessly made his way back. Several minutes passed and finally he spotted some sunshine, but spotted someone leaning against the wall. As he got closer he noticed it was Bakugou, but also heard voices that sounded familiar around the corner.

 _Damn...I came here to confront Deku and tell him how I was going to win the initial Fighting Tournament then beat the Bug to be declared UA's Fighting Tournament Champion. I didn't come here to listen to Todoroki's origin story..._ The Explosive Hero had been there for quite time as he quietly listened to two of his rivals discuss their reasons for winning and being here. Hearing Todoroki's life story, the young hero began to ponder on what his reasons were for being here and why he'd HAD to win this tournament. "Hey Nades for brains what you up to," someone called him out. He immediately knew who it was because there was only one person who had the balls to mock him and had the power to back it up. Glaring at Spider-Man he made a shush motion and pointed around the corner.

 _He's shushing me? That's unusual...damn must be something important if the Loud Mouth needs to be quiet._ Sneakingly peeking around the corner Spidey confirmed those voices he heard were indeed Todoroki and Deku. He came in as Todoroki began explaining why he was born and why his father wanted him to beat All Might. He also heard that Todorki's mother dislikes his other side to the point she poured hot water on him, which explained why he had that burnt part of his face. _Can't believe a man like this gets to call himself a Hero...I know some pretty questionable people back home, but Todoroki's Dad is someone my Aunt May would call a 'Despicable Mother-_

"Pretty messed up huh?" Bakugou whispered as he folded his arms. Spidey glanced at Bakugou and noticed his eyes were filled with a silent rage of how could a parent treat their kids like that. "I mean my Mom nags on me all the time and hits me when I do something stupid, but I know she cares for me and as for my Dad...he's there and I know he's proud to have a son like me..." the Young Hero added. He didn't know why he'd say something like that to the Bug, but for some reason something inside him told he should share something in light of the situation he and Spider-Man were in.

"For once I agree with you," Spidey responded as he leaned against the opposite wall. He too was surprised by Bakugou's statement and reminded himself that not everyone are what they seem to be. "My parents died when I was young so my Uncle Ben and Aunt May took me in and raised me," he began to share his own experience with parents. "They were proud of me too with my grades and my personality...I'm glad they were, but I always felt like I could be more. Then the Spider Bite came and I did some stupid things," he continued staring at the ceiling. "My Uncle Ben said 'With Great Power, Comes Great Responsibility' and he believed in that even till he died trying to stop a crook..." he further explained as Bakugou glanced at him. "Well I didn't and that crook that killed him? I could've stopped him, but I let him slip past me cause of something stupid and cost my Uncle his life..." he finished sniffing some snot back into his nose.

Several seconds of silence passed then Bakugou commented, "You...you didn't say the person you lost was your Uncle and that he was the one who told you that phrase..." Hearing the Bug's story Bakugou considered himself a bit luckier, huh he'd never believe in luck before, but right now he'd considered it that he's never lost someone that close to him. "So that story about why you became a Hero. The real reason is to honor your Uncle who died because he believed what he was doing then night he died was the right thing?" He asked staring at Spider-Man. Seems everyone around him were having "Noble" reasons for being a Hero while his reason at the moment were "To be the Number One" he felt a little ashamed about, but nevertheless it was his reason and like the others he'd do anything to accomplish it.

"You know for a loud mouth you sure are perceptive," Spidey complimented the Explosive Hero followed by a little chuckle. "What's so funny?" Bakugou retorted as Spidey replied by waving his hands. "Nothing nothing," he added then noticed that Todoroki and Deku stopped talking. Once again sneakily peeking around the corner he confirmed that the two left. As he and Bakugou exited the hallway Spidey pointed left then said, "I'm going this way."

"Then I'll go the opposite way," Bakugou replied as he headed right. _I swear to God if he comments on what he talked about I'm going to-_

"Awww...I thought we really bonded back there," Spidey teased as he watched Bakugou flicked him off while walking away. _Rude._ Well it was Lunch Time and Spidey was actually looking forward to some Japanese Cuisine. He'd grown very fond of it after spending time with Gogo and the crew whenever he'd go to Japan for something. Browsing the food stands Spidey settled for some Sushi and Katsudon. Making his way to the Cafeteria he was stopped by some fans who asked for some pictures and autographs. "Whoa whoa wait, I'm really hungry and I want to eat!" Spidey shouted as he struggled to fight back the crazed fans and keep his food from falling. "Quickly Spidey over here!" a voice shouted from the entrance of the Cafeteria. Glancing over he noticed it was Yaoyorozu with some of his classmates holding the door open. "Toss your food over here I'll catch it!" Sero shouted motioning to Spidey.

"I'm putting my faith in you dude!" Spidey shouted back as he tossed his life over to the Tapered Hero and upon seeing him catch it Spidey added, "Nice catch!" Now with his hands free Spidey quickly maneuvered his way to freedom and dove into the Cafeteria while his classmates slammed the door shut behind him. "You guys are the best..." Spidey commented wiping away a imaginary tear as he got to his feet. His classmates laughed while he finally took a seat and began to dig in. Enjoying the conversations he had with the students of 1-A Spidey flashed back to his last birthday when Johnny, Gwen, Bobby, Kitty, and MJ were at his house. _Such fun times those were...Hopefully I can go home soon..._ Examining the people around him filled with smiles and laughter. _But for now I'll make the best of this._

"Feeling a bit home sick?" Uraraka asked noticing Spidey staring into space. "Ah not really just having some flashbacks," he replied as Uraraka titled her head. The Gravity Hero only guessed how Spidey is as a Person and a Hero from what she'd seen and heard from him. His speech of why he is a Hero kinda made her a bit ashamed for her reason, but it was the honest truth. She loves her Family very much and is always grateful for the things they do for her so she wants to repay them by giving the money she earns as a Hero to them, even though her parents said that she didn't need to. Though her fire flickered when Spidey mentioned the Dangers of being a Young Hero from his personal experience she was confident in herself and her ability to fight. Although the Young Hero knew she wasn't the strongest or the smartest it didn't matter because she believed if someone was to give it their all then they'll be victorious in the end. Glancing at Spidey she wondered how many more things she could learn from him to better herself as a Hero along with other life lessons of a Young Hero he could teach her.

"Are you okay Uraraka?" Spidey questioned as the Gravity Hero didn't notice she was staring at him the entire time. "HUH oh yeah...sorry, head was in the clouds..." she replied with a flustered face. "Ha I get it cause you can control Gravity," Spidey commented catching Uraraka's "Head in the Clouds" joke. "Anyway, so whats after this guys?" he asked while taking a bite from a piece of Sushi. As he continued eating Yaoyorozu explained that after the break there are going to be recreational games then the fighting tournament will start. "Sounds good in the hood," Spidey commented getting up to go use the restroom, "I'll be back." While making his way he noticed that many students were staring at him. Some he could tell they didn't like him which he understood why then there were the others who he could tell stared at him with good intentions, he'd gladly welcome a conversation if they were to talk to him. Several seconds later after relieving himself, Spidey returned to the table and noticed the Mineta and Kaminari had faces that he could tell they were scheming something. _Oh boy...what did they just accomplish..._

"ALRIGHT LADIES AND GENTLEMEN! THE BREAK ENDS IN FIVE MINUTES SO WILL EVERYONE KINDLY MAKE YOUR WAY BACK TO THE STADIUM AND LET'S GET THIS FIGHTING TOURNAMENT STARTED!" Present Mic roared over the intercoms.

"Guess that's our cue," Spidey commented as he and the others made their way back to the stadium. As they grew closer to the stadium he noticed the girls broke away to the changing room. He considered it a bit weird, but didn't investigate further cause he knew a boy's investigation will only lead to disgrace and failure. With everyone gathered in the center, he spotted the girls again, but in Cheerleading Uniforms. _What in the world?_ Hearing muffled snickering he spotted Mineta and Kaminari secretly exchange a low five then concluded of what transpired when he went to the restroom. _Those sneaky b-_ "WWWHHHAAATTTT!" Jiro and Yaoyorozu screamed realizing they fell for the two perverts trap. "And there it is..." Spidey mumbled to himself veering his eyes away from his female classmates. _Don't worry girls I'll try not to stare too much...I mean Jean Grey said I was the only guy who didn't imagine her naked, but right after she said that I did, but I stopped myself by imaging JJ in a Bikini...Still makes me shiver..._ The Recreational Games began giving the students who didn't make it into the Tournament to still participate in the Festival, but Spidey did notice that those in the Tournament either didn't or rarely joined in. He understood the reason behind that because he too was a bit nervous of who he had to fight for the title. Though he had confidence in himself its always good to never underestimate your opponents.

"AND THE FINAL RECREATIONAL GAME OVER AND DONE WITH WE CAN NOW GET TO WHAT WE ALL HAVE BEEN WAITING FOR!" Present Mic roared striking one of his signature poses, "ARE YALL READY FOR THIS!" Intense techno music began to play, but was quickly shut off by Aizawa who yelled, "Stop it the kids need to focus!" Making a face Present Mic continued, "Alright folks take a seat cause this is gonna be one hell of a ride!"

Taking a seat next to Ojiro, Spidey commented, "Hey I didn't see you in the recreational games although you aren't in the tournament." The Martial Arts Hero glanced over and whispered, "I was giving Midoriya some tips about his first opponent." _Giving tips? Is his opponent that tough that Deku would need tips on him? I mean it's a good thing to have some intel on your opponents, but this is just a tournament._ "Really? Is his opponent's Quirk really that powerful?" Spidey asked hoping to get some insight on Ojiro's stature. The Tailed Hero nodded in response then began to explain to Spidey what he experienced when he was partnered with Deku's opponent. "Holy hell that's a nasty Quirk," Spidey responded with a bit of fear while Ojiro grunted in agreement. He only knew Deku for a few weeks, but he knew that the Young Hero was the type of person to defend people no matter what it was. His opponent will probably try to aggravate him by insulting someone or something that Deku took personal. As Present Mic announced for the Fighters to take the stage Spidey couldn't help, but worry and after the rules were explained Deku's opponent Shinso began speaking to him. _Come on Deku don't fall for it, he's trying to get you riled up. Come on dude I believe in you._ Suddenly with the mention of his Classmates, Spidey notice Deku began move then shouted, "DEKU NO!" But it was too late for Shinso already had Deku trapped and the round would soon be over.

 _OH CRAP! I-I-I CAN'T MOVE! THIS IS BAD! AFTER EVERYTHING THIS IS HOW IT'S GONNA END!?_ Deku's mind raced as he watched himself walking towards the out of bounds marker. _NO NO NO NO! THIS CAN'T BE THE END! NOT AFTER ALL OF THIS! NOT WHILE I HAVE MANY PEOPLE BELIEVING AND COUNTING ON ME!_ His mind flashed images of All Might, Spidey and a few of his classmates. Suddenly dark figures appeared in front of him, figures he's never seemed before. They were glaring at him with eyes so sharp they could cut through to the Earth's Core. In that moment Deku could only feel fear, but fear of what? He didn't know then suddenly he felt his finger tips powering up. With all his might he crunched them then the fog cleared and he found himself breathing heavily. The crowd roared by the unexpected turn of events while his Classmates cheered him on. _Crap...tha-that was close...those figures...wha-what were they?_ "HOW DID YOU DO THAT?!" Shinso shouted from his spot. _Don't answer don't answer, come on I gotta focus._ "Come on SAY something," Shinso edged on trying to get Deku to talk. _He's trying to rile me up...gotta focus...gotta finish this. Come man._ Shinso began explaining how Deku was so lucky and blessed to be have a Heroic Quirk and how easy it would be for the Green Haired Hero to reach his goals. As Deku charged towards his opponent he couldn't help but agree with everything he was saying, but he had his own reasons for wanting to win. For the people who have supported him, for the friends who believed in him and finally for his own dream of becoming a great Hero. Slamming into Shinso, Deku began shoving him towards the out of bounds marker. A small quick fight broke out between the two Heroes, but in the end Deku used the arm toss he did on Bakugou back at the Training Battle to win the fight. Several seconds of silenced passed till Midnight announced the results followed by the crowd cheering.

"Whew that was a close one," Spidey commented falling back into his seat in a slump, "Talk about a climatic turn of events..." Glancing over to several of his classmates he could tell they too felt the same way through out that entire fight. _Well Deku you check marked 'Suspension' in the Hero Book of how to nearly give people heart attacks. Hope you're happy._ After witnessing a exchange of words between Deku and Shinso the tournament moved on to the next match which was Todorki vs Sero. After moving to sit with Uraraka and Iida then joined by Deku, the four Young Heroes waited patiently as the next fighters took the stage. As Present Mic was giving the Fighters a introduction Spidey couldn't help, but notice that Todoroki seemed unusual as ever, granted the guy has an Ice Quirk, but you know Spidey just had an odd feeling of the way Todoroki was standing. As soon as Present Mic finished the introductions, Sero launched a surprise attack by wrapping Todoroki then proceeded to try to get a Side Out. _WHOA SERO IS GONNA DO I- Spider-Sense? Where?_ Noticing Todoroki was preparing to make a counter attack Spidey shouted, "EVERYBODY GET BACK!" Suddenly Todoroki unleashed an attack that almost reached the audience and thatspiked out of the stadium, catching the eyes of the attendants outside. "Holy crap," Spidey commented as he and the entire Stadium were in shock of how powerful Todoroki was. _I've seen Bobby do something similar, but never to this scale...Reminder, never piss of Todoroki._ After confirming for some reason if Sero couldn't move Midnight announced Todoroki as the winner and then proceeded to the next match. As the next few matches went by from Kaminiari's to Kirishima's, Spidey could tell no one was holding anything back. Although Iida's match was strange when his opponent, Hatsume Mei, basically used him as a Advertisement to show off to the Support Groups in the crowd. He was so focused on the matches he didn't notice that Uraraka, Deku, and Iida left. Realizing that she was next he concluded that Deku and Iida probably went to ease her obvious nervous mind cause her battle is gonna be a tough one. "Hey Ojiro, you think Uraraka is going to be okay?" Spidey asked the Martial Arts Hero.

"Don't know. Uraraka is good, but it's her opponent that makes me worry," Ojiro answered while glancing at the screen. He too considered what it'd be like to fight Bakugou one on one. Would he win or lose? Considering their Quirks, Bakugou definitely has the fire power to back it up while he has his tail for multi purposes, it'll probably come down to a battle of Will Power.

"Yeah that makes me worry too," Spidey replied as Deku and Iida came back. Noticing their nervous faces he asked, "She gonna be alright?" Even though the two stayed silent only nodding in response, Spidey could tell they were extremely worried, but that they also believed in her. Watching Uraraka as she stepped onto the stage Spidey silently wished the young girl good luck for this battle is going to be an explosive one. With the two exchanging words before the battle began Spidey and the rest of 1-A and hoped Uraraka will be okay.

Within seconds at the start of the battle Uraraka charged forward while commenting, "Sorry Bakugou, but losing isn't an option for me." As she grew closer her mind flashed back to what Deku said on how Bakugou usually starts his fight. _If I can dodge the right hook then I'll be able to win this!_ Noticing her predictions were on point as Bakugou moved his right hand to attack she leaped forward to touch him. _Yes! I can do thi-_ but she was caught off guard when Bakugou under swiped sending an wave of explosion launching her backwards. _Damn that didn't work, guess I have to fall back on my second plan._ "You should've dropped out when you had the chance," her opponent commented as she could sense him searching for her. Tossing her jacket as a distraction, Uraraka flanked left as she heard Bakugou shout something and attacked her jacket. Revealing herself from the smoke she saw his back turned towards her then shouted, "I HAVE YOU NOW!" But unfortunately for her Bakugou's reaction speed was too fast and he sent her flying back again. Fleeing back into the smoke she repeatedly attacked him while the crowd watched.

"Damn he's not holding back," Spidey commented as he watched the Gravity Hero continue her suicide attacks against Bakugou. "Hey Deku, I heard you beat Bakugou during your training battle? How'd you do that?" he asked turning to his classmate. "Honestly it was a tough. One cause Kacchan is very strong and he's relentless," Deku began to explain, "It didn't help that he's extremely good at close quarters combat along with his Quirk which becomes more powerful the he sweats." Taken aback by how Bakugou's Quirk actually work Spidey commented, "Wait...he has explosive sweat?" _And I thought Mineta had a weird Quirk._ Deku nodded in response then continued to explain of how he won against Bakugou. As the battle raged on Spidey couldn't help, but realize that Bakugou looked like a bit of a villain due to how easy he was sending Uraraka flying back every time she attacked. Suddenly a fan,who was also a hero, in the crowd began criticizing the Explosive Hero on his performance, but was soon interrupted by Aizawa who stated, "Bakugou's fierce attacks only means he acknowledges his opponent's strength. If you can't see that then I suggest you find another job." Spidey thought about what the Pro Hero stated then thought back of what he and Bakugou shared in the hallway a few hours ago. _Aizawa is right. Even though Nades for Brains is totally giving that Villainous vibe along with a bit of douchebagery it doesn't mean he doesn't take Uraraka seriously. He's not a bad guy, just a bit rough around the edges. If were to describe him by one word it'd be Pride. Though Todoroki could be described by that the word I find fitting for him would be Defiance. Deku would be Determination, Iida would be Honor. And Uraraka?_

"WHAT IS THIS A METEOR SHOWER!" Present Mic shouted as Spidey and the rest of the crowd saw Uraraka's back up plan come into play while catching everyone off guard.

Glancing back down towards Uraraka Spidey saw her charging forward. Putting the pieces of her plan together he realized she was going for a two pronged assault which meant Bakugou had to choose what to worry about Uraraka or her Meteor Shower. It would've been a nice plan, but sadly the Explosive Hero launched a powerful blast which sent not only the rocks flying away, but also Uraraka. Watching as the Gravity Hero rose to her feet to continue the battle Spidey and the others knew she was at her limit. She only confirmed this when she collapsed, but to everyone's surprise she still wanted to fight by crawling forward to Bakugou. Eventually Midnight called the match and Bakugou was announced the winner as the Medical Bots carried Uraraka towards the Medical Bay. _I'd describe her as Hopeful._ With that Present Mic announced the conclusion of the eighth match and shortly after Kirishima won the arm wrestling battle to determine who would advance to the second round. _It's like I was watching Colossus vs the Thing. Oh my god, I'd actually pay to see that arm wrestling match._ As Bakugou showed himself he was showered by comments from the others while Spidey glanced at him then commented, "Nice fight out there. Next time try to not look like you're going to kill someone." His usual self again Bakugou responded with the classical, "SHUT IT BUG." Waving his hands in response Spidey thought to himself for a moment, _Should I go check on Uraraka? Nah I noticed Deku left a while ago to probably do just that and I'm pretty sure he'd be more help then I would._ Unknown to Spidey, Deku and Uraraka's exchange in the waiting room only left Deku with the feeling of how lucky he is to have a friend like her.

"ALRIGHT LADIES AND GENTLEMEN! IT'S TIME FOR THE SECOND ROUND TO BEGIN!" Present Mic roared as Todoroki and Midoriya took the stage, "FOR YOUR FIRST MATCH WE HAVE TWO STUDENTS WHO HAVE BEEN CROWD SHOCKERS SO FAR SINCE THE BEGINNING OF THE FESTIVAL AND NOW THEY'RE HERE TO DUKE IT OUT TO SEE WHO GOES ONTO THE NEXT ROUND!" As Midoriya and Todoroki glared at each other from the opposite ends of the stage Present Mic announced, "LET THE BATTLE BEGIN!"

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 **Hope you enjoyed, stay tuned for more chapters!**


	13. Actions make the Name

**Chapter 12**

"ALRIGHT LADIES AND GENTLEMEN! IT'S TIME FOR THE SECOND ROUND TO BEGIN!" Present Mic roared as Todoroki and Midoriya took the stage, "FOR YOUR FIRST MATCH WE HAVE TWO STUDENTS WHO HAVE BEEN CROWD SHOCKERS SO FAR SINCE THE BEGINNING OF THE FESTIVAL AND NOW THEY'RE HERE TO DUKE IT OUT TO SEE WHO GOES ONTO THE NEXT ROUND!" As Midoriya and Todoroki glared at each other from the opposite ends of the stage Present Mic announced, "LET THE BATTLE BEGIN!" The two students both launched towards each other with surprise attacks commencing the Second Round of the UA Festival Fighting Tournament.

* * *

Swinging through the air of New York City, Miles Morales the new Spider-Man of Earth-317, is late for school, again. "Oh no no no no! I can't be late again!" shouted the young hero as he landed on a rooftop then proceeded to vault over various ventilation systems and giant air conditioners. "Balancing real life and being a hero is really hard when you're only thirteen years old along with the fact that I've only got my powers just a month and a half ago!" he added webbing to the nearest building to gain momentum as he flew through the air. _I wonder if Spider-Man had to deal with this kind of thing?_ Sticking to the side of a building he climbed down into the nearest alley and changed into his regular clothes. Checking his watch he had a few minutes left before the tardy bell rang, but as he got to the cross walk he spotted an old lady get her purse robbed then had to contemplate what Spidey would do: Go to school and ignore the crime or help some poor old lady? He knew what the obvious answer was so like the hero in him, he back tracked to the alley he changed in then proceeded to stop the crook and give the old lady back her purse. Unfortunately for him the tardy bell rang which meant another mark for him and his never ending struggle of how to balance his new life.

"Ahhh...Mr. Morales, late again I see," an English Teacher commented as Miles tried to sneak his way into class. Rubbing his head he chuckled then replied, "Y-yeah...Traffic sure was busy today..." The teacher shook her head then added, "Just take a seat Miles and open your book to page 616 and begin reading paragraph 3." Following his teachers instructions Miles did as he was told, but thought to himself, _I hope Spider-Man comes back soon...I could really use some help with all of this..._ Unfortunately for Miles and Spidey getting back to their universe is going to take some time, but just like all Spider-Men you gotta do your best and go with what you got.

* * *

Back at the UA Festival after witnessing impressive battles from the Students of UA the day was going to conclude with the final round of the Fighting Tournament beginning shortly with Bakugou and Spidey already in their assigned waiting rooms. Coincidentally Spidey's mind wondered and he too was thinking about what has happened on his Earth since he's been gone. Did someone take on his mantle of responsibility or is his absence even significant to the super hero world? Things like this made him concerned since the Avengers usually dealt with big threats and not your every day crook like Spidey does most of the time. Granted he has been a Super Hero long enough to gain multiple Super Villains, even a group called the Sinister Six. Though he assured himself that some big Super Hero like Tony Stark or Captain America probably took them out already. Whatever the case the only thing he could do now is go with the flow and if that mean participating in a School Festival where young heroes are scouted by Pros to join their organizations or going to a school that he will probably be a huge influence on upcoming heroes then he'd guess that's what he has to do. In his long deep thought of where he stood in the Grand Scheme of Things, Spidey didn't notice that Midoriya and Uraraka entered his waiting room. "Uh...Spidey?" Uraraka asked as she touched his shoulder prompting the Web Crawler to have a minor freak out which almost caused him to fall out of his chair. "Geez...don't scare a Spider like that. We're known to jump when things like that happen," Spidey joked as he fixed himself. "It's a Spider Jok- never mind- whats up," he added with a bit of sadness that no one ever gets his jokes.

"We just wanted to check up on you and all considering you are fighting Bakugou," Midoriay answered with Uraraka nodding, "Have you developed a plan of attack? Do you know what his Quirk limits are? How would you defend yourself against his aggressiveness?" Spidey was taken aback by how many questions Midoriya was firing off, but it was natural since Bakugou is a very strong opponent and his Quirk wasn't something to joke about either though Spidey would find a way to do it. "I've faced stronger opponents before so a plan of attack isn't needed against Bakugou, also for his aggressiveness I'll just keep my distance by using my speed and dexterity to avoid most of his attacks," Spidey began to explain, "I did hear something interesting about Quirks that I'm sure you all are aware of, but my plan is to have Bakugou tire himself out by overusing his Quirk against me." Midoriya pondered on what Spidey meant then commented, "Oh I see, cause Quirks are a physical aspect of our bodies meaning it can be overused and strained just like our muscles." Spidey nodded in agreement then added, "Exactly, but unlike all of you I can't overuse my abilities since most of them just boost my own physical features such as strength, speed and healing factor." "Which means you only get tired due to your own physical endurance," Uraraka chimed in. Placing his feet on the table and leaning back in his chair Spidey responded, "Yeup, I'm going for the long game since Mr. IHAVETOBETHEBESTANDSTRONGEST is going to go all out from the start, it's no use on trying to fight back when he's eventually going to tire himself out." Midoriya and Uraraka were amazed by Spidey's plan as he added one more thing, "Besides this is going to be a good chance for him to feel what it's like to go up against someone who has more agility, dexterity, speed and experience. I've watched his fights closely and can tell you now that he's a natural fighter and his Quirk matches both his aggressive fighting style and personality." With that said the alert rang calling Spidey to the battlefield. "Wish me luck you two," Spidey commented as he made his way out leaving the two students even more amazed with him.

Entering the battlefield Present Mic roared over the coms, "GIVE IT UP FOLKS FOR OUR VERY OWN HERO FROM ANOTHER WORLD! IT'S SPIDER-MAN!" _Geez this guy really knows how to hype everyone up_ Spidey thought as he reached the top of the steps. Waiting for him on the opposite end was a very angry Bakugou. "Get ready bug cause I'm about to wipe the floor with you," the Explosive Hero gloated as he cracked his knuckles. "Don't be mad cause Todoroki didn't deem you worthy of using his full power during your fight," Spidey retorted back, "After seeing that performance I don't think I'll even go all out against you." Picking up on the two little banter Present Mic added, "Looks like things are really heating up with some pre-battle trash talking." Angered even more by the Web Head's comment Bakugou roared, "YOU'LL REGRET SAYING THAT!" Looking up towards the announcer's booth he added, "HEY COME ON LET'S START THIS THING MY TRIGGER FINGER IS ITCHING!"

Astounded by the young hero's readiness to fight Present Mic asked, "Okay okay, calm down you're going to pop a blood vessel. Are you ready to go Spider-Man?" Spidey replied with a thumbs up as Present Mic began the countdown. "ALRIGHT THEN! 3!" Present Mic shouted as the two heroes prepped for battle. "2!" followed by Spidey reloading his web shooters and Bakugou slapping his face for more focus. "1!" caused the two heroes to take their fighting stances. "BEGIN!" Present Mic roared as Bakugou blasted forward reaching his right hand out to grab Spidey. "Too slow," Spidey mocked as he flipped over Bakugo then landed a solid kick to the Hot Head's back causing him to tumble. "DAMNIT!" Bakugou roared hitting the ground then getting to his feet, "Guess quick attacks won't work against you." Landing a few feet away Spidey replied, "Nothing is gonna work against me if you attack me with half a plan. I will give you some credit to think you could land a hit on your first try." _As I predicted. He's using the same tactic he used during his previous battles. Speed, Aggression and Unrelenting Force, but that won't work against me._ Spidey thought as he watched and waited for Bakugou's next move.

 _Damnit! He's got the speed and agility to make me look like I'm just playing a game of tag against him. I can't win with my Quirk alone I've got to think of a plan that'll give me just enough time to land the one hit it'll take to win me this thing_ Bakugou thought as his mind raced from the many battle plans he thought up. "You know you're kinda acting out of character over there," Spidey began to taunt Bakugou, "I mean you coming up with a battle plan? Come on and stick to the status quo, just come and hit me dude." Pissed off even more Bakugou shouted, "ARRRGGHHH FINE THEN HERE I COME!" Using his hands to propel himself to the Wall Crawler, Bakugou unleashed a flurry of explosive attacks causing the stage to explode with dust and debris. Hidden among the cloud of smoke Spidey taunted, "Whoa whoa dude calm down. You know how much the school has to pay to have these things repaired?" Surveying his surroundings Bakugou snapped back, "SHUT UP AND SHOW YOURSELF!" A web shot through the cloud hitting Bakugou in the chest. "If you say so!" Spidey shouted as he pulled himself towards Bakugou then proceeded to land a right hook which sent the Explosive Hero a few feet back. "Seriously do you know how much it costs to have this stage repaired cause I don't got any money," Spidey commented while Bakugou got to his feet. "Hey now whats with the face? I was just doing what you asked me to do," the Web Slinger taunted while he waited for Bakugou to attack again. As predicted Bakugou once again rushed Spidey with a flurry of attacks. "Hey I just realized this is more fun cause you can now understand me when I taunt you," Spidey added as he dodged. "SHUT UP!" Bakugou snapped as he continued his assault.

Up in the audience Midoriya was deep in thought of how effective Spidey's plan was working out. "Deku?" Uraraka asked as she touched the mumbling hero. "Ah sorry I was doing it again..." Midoriya apologized as he glanced at the others, "It's just amazing how Spider-Man's plan is working out well for him." At the end of the bleachers Tokoyami commented, "His plan is something we all could've come up with to easily win against Bakugou, but its that we all don't have the experience to deal with an enraged foe for a extended amount of time. Granted we did face villains, but most of them took pity on us since we are just students." Several of the students in 1-A were shocked due to the fact that was the most words Tokoyami has said since they've known him. "I-I agree," Ojiro added to break the silence, "Spider-Man is a pro Hero so maybe he's used this strategy before." "It is an effective strategy," Yaoyorozu chimed in while still focusing on the fight below, "Emotions can cloud a person's judgement and sometimes words can throw many opponents off guard which can create openings for attacks. Or they can be distracted by the banter and not completely focus on the battle at hand giving you a slight upper hand." Everyone considered that even though Bakugou is a capable strategist he's still vulnerable to psychological attacks. "With a solid plan or not, Spider-Man could still easily beat Bakugou," Mineta stated as they watched Spidey land another solid hit on the Hot Head, "Case and point."

Getting back on his feet after taking that hit Bakugou commented, "So are you done toying with me?" Landing a few feet away Spidey replied, "I don't know, are you done trying to win this fight with a simple strategy like that?" Spidey couldn't help, but drag this battle out cause he knew Bakugou wasn't as bad as everyone thinks he is, but he also knew that if the Explosive Hero fought every battle like this then he'd never make it in the Pro World. Call it tough love, but Spidey learned the hard way of what being a hero means and how many sacrifices it takes to be a good one. The two stood glaring at each other for a moment then Spidey added, "Fine then let's get this over with." Going on the offensive Spidey leaped forward while cocking his right hand back to punch Bakugou out of bounds, but Bakugou did something no one expected of him by using Midoriya's attack he used against the Explosive Hero during their Training Battle back at school, he flipped Spidey over his shoulder. "What the-" Spidey commented before Bakugou shouted, "NNNOOOWWW DDDIIIEEE!" Following up with his signature attack "AP SHOT" Bakugou sent Spidey flying, but the Web Crawler has taken explosions to the face before and quickly webbed the floor then proceeded to use it as a sling shot. "HAHA I SEE SO YOU DO LEARN FROM OTHERS!" Spidey shouted as he flung himself towards Bakugou, "STILL THAT'S NOT ENOUGH TO BEAT ME!" With one final punch Spidey sent the Hot Head straight out of bounds. A moment of silence passed as Midnight announced, "Bakugou is out of bounds! SPIDER-MAN IS THE WINNER!" Walking over to the defeated Explosive Hero, Spidey reached out his hand then said, "Nice fight, but you still got a lot more to learn if you wanna beat experienced opponents." Smacking the Web Head's hand away Bakugou got to his feet then replied, "Save your lessons. I'm done with stupid tournament." Watching the young Hero storm off Spidey couldn't help, but wonder if what he did was worth it.

With the tournament over all the students gathered again and the placements were announced. From third to first in order was Fumikage Tokoyami sharing third with Tenya Iida, who they all learned had to leave due to a family emergency, then it was Shoto Todoroki in second and finally Katsuki Bakugou who accepted first place with an odd nod to the crowd. It was surprising the Hot Head wasn't running his mouth even though he lost the Fighting Tournament some expected him to be cursing or blabbing on about how it was a fluke, but once again Bakugou defied people's predictions of him though it did make the ride back to school a bit comfortable with a tad bit of awkwardness. "Congratulations on your performances during the Festival," Aizawa stated as he unenthusiastically popped a celebratory streamer, "I hope it was a learning experience for all of you and that you'll strive to improve to be a better hero from today and going forward. Now you all will get some time off to rest and recover, but be prepared to give it your all when you get back to school. Other than that you're free to go." As Spidey exited the Classroom with the others, he noticed many of them weren't happy with how things went, but he could tell they all a fire inside of them to come back better and stronger when classes resume.

Walking alongside Midoriya, Spidey couldn't help, but wonder what the Green Haired Hero's Mom thought of her son's performance during the Festival. Was she even watching? Of course she was, her only son who recently got his Quirk was participating in one of the biggest Sports Festival in Japan. Though he imagined the poor lady fainting a ludicrous amount of times when Midoriya used his Quirk. Dude practically almost killed himself during his fight with Todoroki, if his Mom was anything like Aunt May she definitely would've been on the verge of a heart attack after that was done. "Hey Spider-Man," Midoriya called out interrupting the Wall Crawler's in depth thought of how to deal with a worried Mom. "Whats on your mind?" Spidey replied as the two continued their long walk home. "Its...that last fight with Kacchan, the strategy of yours...have you used that during fights against villains?" the curious Hero asked. "You mean piss them off with bad jokes and unnecessary commentary on their appearance or life choices? Then yeah I have," Spidey answered honestly, "But I don't do that cause it's a strategy or something, I do that for myself." Amazed yet confused by his answer Midoriya responded, "What do you mean you do it for yourself?" Thinking of a simple way to explain it Spidey replied, "You know how you talk to yourself when you're scared? Yeah that's basically what I do cause I'm a sixteen year old kid fighting bad guys in a red and blue spandex body suit. YOU'D HAVE TO BE OUT OF YOUR MIND IF YOU COULD REMAIN CALM WHEN YOU LIVE A LIFE LIKE THAT!"

Taken aback by the Hero's answer Midoriya commented, "Your suit doesn't have any special attributes?" Annoyed of how the student only cared about his suit, Spidey answered, "Nope. Well besides the two way lenses I have for my visors, everything is hand made by me. Do you know how many sewing classes I had to go to just to learn how to fix a bullet hole?" Hearing no answers from Midoriya, Spidey added, "Twenty, I had to go to twenty classes." As the two boys reached the steps of their home the door flung open with a worried Mom instantly grabbing both of them and smothering them with concerned words and appreciation of how well they did during the Festival. And with the door closing at the Midoriya Household that concluded the ending of the UA Sports Festival for our two young heroes.

A few weeks passed before the students returned to school. Spidey and many others were concerned for Iida since the "Hero Killer" was all over the news during their break. The Wall Crawler couldn't help be reminded of many "Hero Killers" from his Earth. Well most of them turned to the side of good, but that didn't stop them from going on a killing spree against small time heroes. If it were up to Spidey he'd immediately track down the Villain and contain him as soon as possible before anyone else got hurt. But he wasn't in New York City meaning he couldn't play by the old rules he knew, he'd had to follow along and wait for the chance. It was that how could everyone be even a little bit calm when someone dangerous is running about killing Heroes? Maybe living in a world full of Quirks have given the people the idea that someone will eventually solve the problem. For now he'd had to focus on the task at hand and that was to make sure the students of 1-A were ready for the real Super Hero World. "If you're done day dreaming Spider-Man it be nice to finally get class started," Aizawa commented as Spidey through out his internal thoughts was constantly rubbing his head. "Ah...s-sorry I was just-" the Web Head managed to say before his teacher interrupted, "I know you're concerned about what happened over the news during your break. Why wouldn't be you're a Hero yourself, but you're only a kid and the Association doesn't want any one young going near that Villain." It's like he was reading Spidey's mind, but it couldn't be helped since Aizawa was a Pro Hero himself, maybe he too was thinking of how to stop the Hero Killer. "Ehem. Anyway today we will be getting down to business and you all will be picking your Hero Names and what Organization you'd want to join for your Mentor Program," the Pro Hero announced today's class assignment, "Midnight will be joining us today to help you with your Hero Names." The 18+ Hero entered the room with a wave to the students. The boys, except Spidey and a few others, couldn't control their facial expressions when returning the gestures followed by Jiro and some of the girls commenting on how gross their male partners were.

"Alright kids today is a very important day for you all since today is where you take one small step to becoming pro Heroes," Midnight began to explain, "First we will decide on your hero names. Remember your Hero Name is something that will define you as you progress through your Heroic Life. So please think carefully on the name you come up with." Glancing at Spidey she added, "And since you're here Spider-Man do you wanna give the students an explanation of how you got your name?" Confused by the question Spidey honestly answered with, "I...I mean...Do you think you could come up with a better name than Spider-Man? Also I was kinda pressed for time since I had to come up with a name right before a wrestling match, but that's another story for another day." Spidey's answer added more confusion to the class as he tried to explain that a Hero's Name isn't really important, but the actions of what you do are. Look at Squirrel Girl, her name literally describes her powers and she's taken down about five major super villains one of them happens to be Doctor Doom.

"Let's just say that your action makes the name," Spidey began to explain, "Like the man makes the suit, it won't matter if you have a super cool hero name. If your actions don't meet public expectations of how a hero should be then you'd might run the risk of gaining the reputation as a Menace..." Spidey's sad tone of his words were noticed so he quickly commented, "BUT don't let that stop you from coming up with a name that you'd personally feel comfortable with or something you've been wanting to be called since you were little. Like I said you make the name so just work hard and I'm sure your name will be something people can say with hope and confidence whenever you arrive onto a scene." Midnight nodding in agreement with Spidey's multiple answers added, "Couldn't have said it any better myself Spider-Man. Now with the name cards on your table please think carefully of your name and when you're done I'll judge them."

The following events were a classic montage with most of the students nailing their names on the first try were as for our class clowns and a certain Hot Head had to get their names reworked before finally being accepted. All in all Spidey acquired more admiration for his classmates when some of them explained that the name they chose had a personal meaning to them and he knew that all of them were going to do great in what was going to come next. "Alright now that we got that out of the way let's see how many of you had offers from Pro Organizations," Aizawa announced as the board lit up with the students name and the numbers of Offers each of the got. No surprise Todoroki and some others had many offers while some others like Mineta had only a few which may have cause some doubt in some of the student's abilities, but Aizawa commented, "Don't let the numbers discourage you. Accept what you have been offered and work hard to show them that you are worth the pick and that you can make a difference in the Pro World."

Oddly enough Spidey didn't get any offers, but it didn't surprise him as much since he isn't from this world though he'd kinda hoped he at least get one. "Ah don't worry Spider-Man, there is actually something special planned for you," Midnight announced filling the class and Spidey with confusion. "And that would be?" the curious Wall Crawler asked. "Since you've proven yourself more capable than majority of the students at this school along with your completion of 'Situation Zero' plus your performance at the Sports Festival, the Hero Board is granting you the title of a Pro Hero along with your choice of starting an organization of your own or flying solo for now to get more accommodated on how things work here," Aizawa explained. A moment of silence fell upon the students and Spidey as they tried to comprehend the Pro's explanations. As if all their brains finally understood what Aizawa explained, in unison Spidey and his classmates shouted, "WAIT WHAT!"

* * *

 **ALOHA MY READERS DO NOT WORRY FOR I AM NOT DEAD, BUT SIMPLY POUNDED BY WORK!**

 **Anyway I sincerely thank you all for your patience on this story's progress and thank you all for the reviews. I know the length of this chapter won't satisfy your reading crave, but it seriously took me like thirty times (when I had the chance) to review and re-write some parts. I mean you should've seen the draft of this chapter, but I finally settled with this and I hope you all enjoyed it. Also you may have noticed I did skip some parts from the Manga/Anime well that's because A: I concluded that most of you already know what happens and B: I didn't want to bore you with the things you already knew. BUT do not worry I plan to still write chapters as long or longer like this and the previous one. AND I do plan on having some of Spidey's villains "MYSTERIOUSLY" making their way into MHA World by some force "BEYOND" their control.**

 **Ah and I will be doing some cut backs to Spidey's Earth to show you on what is happening since Peter Parker has left. I did plan on that from the beginning since I started this story, but couldn't wrap my head around it.**

 **Finally and once again I hope you all enjoyed this chapter and thank you for the patience, I've already gotten about halfway through the next chapter so expect that soon, hopefully if work doesn't kill me, but nonetheless expect it. Leave a review of you liked it or have some criticism about it, I am a very open person and I usually take these kind of things as a learning experience and ways to improve on my very terrible writing style, pacing, and story telling. Thank you all once again and I'll see you all in the next chapter!**

 **P.S. WHOOPS I UPLOADED DIFFERENT A FILE. SORRY IF THE LAST ONE LOOKED LIKE A WALL OF TEXT!**


	14. Upgrades

**Chapter 13**

Oddly enough Spidey didn't get any offers, but it didn't surprise him as much since he isn't from this world though he'd kinda hoped he at least get one. "Ah don't worry Spider-Man, there is actually something special planned for you," Midnight announced filling the class and Spidey with confusion. "And that would be?" the curious Wall Crawler asked. "Since you've proven yourself more capable than majority of the students at this school along with your completion of 'Situation Zero' plus your performance at the Sports Festival, the Hero Board is granting you the title of a Pro Hero along with your choice of starting an organization of your own or flying solo for now to get more accommodated on how things work here," Aizawa explained.

A moment of silence fell upon the students and Spidey as they tried to comprehend the Pro's explanations. As if all their brains finally understood what Aizawa explained, in unison Spidey and his classmates shouted, "WAIT WHAT!" Aizawa pressed against his temples then repeated, "Spider-Man is now a Pro Hero with the decision to start an organization or work alone. This should be of no surprise since he's proven himself capable of acting on his own." Shortly after another silent pause Spidey was congratulated the class. Some of the throwing jokes about 'Hope he remembers them when he gets famous' or 'Be sure to give a shout out to me when I make it Pro!'.

No one seemed to question the Hero Board's decision of allowing Spidey to become a Pro at a young age. Most likely they realized it was a waste of a potential asset if the Wall Crawler was kept inside of a classroom instead of keeping the peace like the others. The only thing that felt odd was Bakugou's lack of comments or outrage with the news.

Even though it pained the Explosive Hero to hear the news, he stood by his code which is "The Strong Prevail" and Spider-Man has proven he's leagues above him and the other students of 1-A. The news only meant one thing to the Hot Head: Work Harder and Get Stronger. He took the Web Head's advice with a grain of Salt and planned to spent his time with his Mentor to improve his technical know how of how to judge another fighter's abilities and also learn how to keep a cooler head during a fight.

"Seems no one has any concerns about the news so let's move o- oh before I forget, Spider-Man after class is over you should head over to the Support Division and Logistic Division for any upgrades you want to make to your equipment and to see where you will be deployed to," Aizawa stated then proceeding to explain to the class the about how long the Mentor Program will last and advised his students to make the best of it.

The bell rang and as everyone began to leave Spidey waited a bit before exiting the classroom himself. "Ah Spidey can I talk to you for a minute," a voice called out. Assuming it was Midoriya, Spidey turned then said, "Sure thing De- oh its you Hagakure." This was actually the first time Hagakure has actually spoken to Spidey, matter of fact it was the first interaction between them. "Oh you remembered my name!" the Invisi Girl shouted with joy. Confused of her comment, Spidey replied, "Yeah, I remember all of you guys even Koda." Hearing his name mentioned the Petting Hero slightly jumped then faced Spidey and Hagakure. "See ya later Koda!" Spidey announced as he and Hagakure waved. The shy student returned the gesture then continued on his way with the rest of the class.

"Anyway, what can I help you with Hagakure?" Spidey asked finally getting down to business. "Oh yeah, you're heading to the Support Division right?" Hagakure asked as Spidey nodded in response, "Then can I follow! I wanted to get an upgrade to my Hero Uniform." Thinking to himself that it's better to have a guide, Spidey agreed then commented as they began walking, "Oh I forgot you guys have those since I've only seen you guys in your PE uniforms." Technically he caught a glimpse of their uniforms, but he couldn't remember a lot of details about it due to running on adrenaline and instincts. Crashing through a Dome at a high velocity would do that to you.

As the two made their way to the Support Division, Hagakure felt a bit nervous and a slight unease due to her first time interacting with Spidey. She hoped he didn't think she was annoying or too forward with her request. Though her thoughts were interrupted when Spidey asked, "So does your Quirk conceal clothing as well or just your body?" Although surprised by his question Hagakure felt a bit happy that the Wall Crawler initiated the conversation. She's usually bubbly and chatty, but she wasn't used to talking to a somewhat 'Celebrity' even if Spider-Man is the same age as her. "Ah it only conceals my body," she answered in a rush, "But I've been trying to work on a move that let's light flow through my body to blind enemies." It was a move she was practicing in secret, but telling Spidey was probably a good move so she can get some feed back on how to utilize it better.

"I see so your Hero Uniform probably allows your to manipulate the fabric which allows you to go full Invisibility, that's very cool," Spidey commented and actually found it pretty cool that her Quirk could allow her to have light flow through her which added something to her arsenal. He glanced back then added, "That is what your uniform does right? And you're going to the Support Division to get it upgraded for you to allow your new move to be used?" After several seconds of not hearing an answer Spidey repeated, "That's what your uniform does...right?" Noticing Hagakure was nervous of answer, evidence pointed to her knee socks rubbing together and her body looked like she was clasping her hand, he added, "Don't tell me you fight n-"

Slapping her hand on the Web Head's mouth, Hagakure panicked, "SSSSHHHH! NO ONE NEEDS TO KNOW THAT!" Coming to realization that Hagakure participated in the Calvary Battle without her PE top, it finally connected in Spidey's mind why her Male teammates and Jiro were slightly uncomfortable. "Listen I-I-I I'm not into that kinda stuff, but I didn't know any other way to use my power to the full extent okay...so I just went with what came to my mind first," the young Hero began to explain, "And that's the actual reason for me tagging along with you, to get an actual suit."

After being released from his silence Spidey commented, "Hey it's okay, you don't need to feel worried. I mean every Hero has their beginnings and luckily for you I know someone from my Earth who suffered the same problem as you did." Spidey recalled the stories Johnny told him of when the Fantastic Four first acquired their powers and how much of a change they had to get used to. Along with how many screw ups they had before finally becoming one of the most well known Super Hero Teams in New York. Seeing Hagakure covering her face Spidey placed his hand on her shoulder then added, "You don't need to feel embarrassed alright, I won't tell anyone."

Finally regaining her posture Hagakure replied, "Really? So its a secret?" Spidey didn't want to tell her that it's a possibility that everyone knew she was naked, granted if Mineta knew he'd probably pop a blood vessel and he was pretty sure the innocent ones like Midoriya, Uraraka, Iida, Yaoyorozu and Koda probably didn't think twice of it. "Yeah it's our little secret," the Web Head answered with a bit of nervousness in his tone. He actually felt bad for Hagakure after he considered how she had to brave the elements with her...naked...body. "Oh by the way are we close to the Support Division yet?" he asked as they came to a stop in the hallway. Confused by his question Hagakure replied, "I was following you? I thought you knew where you were going?" The two stared at each other in silence then both added, "OH CRAP WE'RE LOST."

* * *

Back on Earth-317 Miles Morales had some sort of realizations himself, though it was mostly his villains who were slowly putting things together that the Spider-Man they were fighting wasn't the one they have fought before. For instance Venom who is currently chasing Miles through the city. "OH GOD OH GOD OH GOD," Miles screamed as he swung rapidly through the bright lit streets, "THAT'S VENOM! THATS FREAKING VENOM CHASING ME! I'M SO DEAD! I'M SO DEAD!" Glancing back he spotted the large black villain catching up to him and at a very fast rate. Running out of ideas Miles didn't want to put anyone else in danger so he bucked up and decided to face the creature head on.

"Aaaahhhhh finally stopped running," Venom commented as he landed a few feet away, "How long do you think you can pretend to be Spider-Man?" Trying to stall the villain so he could come up with a plan of attack, Miles replied, "What do you mean? I'm the same Spider-Man you've fought before Venom. What you don't like the new costume? I thought of you when I made it." He admitted his attempt to throw the creature off was weak, but what could he do? That thing looked massive to him. "I- we- are Venom and you can stop pretending copy cat," Venom stated as he began walking closer, "I already know you aren't Spider-Man, but Fresh Meat for my hunger." Propelling himself forward the villain took a swung at Miles, but the New Wall Crawler dodged out of the way in time.

Regaining his stance, Miles was pretty scared out of his mind. One was that he was fighting Venom one of Spider-Man's most dangerous villains and two he knew that Miles wasn't Spider-Man. Also the Fresh Meat comment didn't help, but he had to stop this villain or else it mean the death of him. "What would Spidey do," he asked himself as he continued to dodge Venom's attacks. This wasn't a figure of speech he really wanted to know what Spidey would do cause Miles had no idea on how to beat this Meat Hungry villain. Their fight eventually ended up in a construction site where Miles tried to use the multiple floors to lose Venom, but to no avail. Frantically trying to keep Venom from taking a chomp out of him, Miles began flinging rebar along with a ton of construction equipment.

Venom shook off Mile's attack like it was nothing, but some of the rebar clattered against each other releasing a high pitch frequency which he suddenly felt irritated. Miles caught a glimpse of it when he spotted the villain stop and shake his head at the sound. "Is he annoyed when metal hits metal? Or is it the high pitch frequency?" Miles asked as he retreated to a high position. Quickly taking out his phone he made a call, but the villain didn't give him time to speak as Venom charged him again. While dodging Miles heard the other end pick up then he quickly shouted, "HEY! YEAH IT'S ME! UH I NEED SOME H- WHOA HEY I'M TALKING HERE! YEAH I NEED HELP! WH-STOP IT MAN! WHERE AM I? UHHH- OH SHIT - SORRY LANGUAGE - UHH I'M AT THE NEW PALOMO BUILDING BEING CONSTRUCTED! YEAH HURRY UP PL-ACCK."

Venom managed to finally land a hit on the frantic Hero causing him to be sent into a bunch of plywood. Approaching Miles he commented, "I'll admit you're a lot more annoying than the original though you're not that talkative which I like, but this is the end of the line for you." Grabbing Miles by the neck he unleashed his tongue and began slobbering over the young Wall Crawler which prompted Miles to comment, "EWWW DUDE WHAT THE FUCK IS WRONG WITH YOU!" The villain began cackling as he excitedly replied, "You never heard of tasting your food before you fully enjoy your meal?" Tightening his grip so Miles couldn't reply Venom opened his mouth wide then added, "Oh it won't matter. BON APPET-ACCCKK!" A cinder block hit Venom at high speed causing him to lose his grip on Miles allowing the Hero to break free. Quickly recovering from his stagger, Venom glanced in the direction the block came from then spotted a figure squatting on the floor above him. "You..." the villain hissed as the moon's light flashed over revealing the Scarlet Spider.

"Don't you got anything else better to do than beat up on a little kid Brock?" the Scarlet Web Slinger, aka Jessica Drew the Clone of Peter Parker, mocked as she sprung into action. Swinging over the villain she grabbed Miles then swung back up to the roof. "Stay here let me handle Meat Head," she quickly ordered Miles as she leaped back into the fight. "Sure thing coach...," Miles weakly replied as he let a sigh of relief before passing out he silently thanked God for Jess making it in time to rescue him.

Landing a few feet away from the villain, Scarlet commented, "So I'm guessing you're a bit sour about the last time Spider-Man and I kicked your sorry ass?" With no reply Venom began a barrage of attacks as Scarlet began dodging then added, "Alright alright I see you need to blow off some steam, hey I'm with you, I had to ditch on a date so I'm kind of pissed off too." Following that quip Scarlet broke away then quickly grabbed a giant steel bar which she promptly web slammed into Venom sending the villain a few feet away. "Seriously he was pretty hot and now I'm gonna have to come up with a ridiculous excuse on why I ditched on our date," Scarlet explained as Venom got back to his feet, "What happened Eddie? Spider bit your tongue? Can't really have a conversation when the other person isn't talking. Then again you're not really a person with the symbiote on you."

Finally losing his cool Venom roared, "SHUT UP YOU FUCKING INSECT!" He unleashed a violent assault as he added, "I CAN'T WAIT TO KILL YOU SO CAN FINALLY STOP TALKING!" Scarlet began to dodge then quipped, "Hey a Spider isn't an Insect okay, you should apologize to them especially since you're kinda one of them. Though the bad kind." On the outside Scarlet looked like she was giving the villain a run for his money, but she knew that she couldn't win this fight with the old one-two combo. Memory serves that her and Spidey barely survived their last victory against Venom even without being Carnageized by the Carnage Symbiote, Venom on his own is someone she wouldn't want to fight without back up, but Spidey isn't here and Miles is out for the count so it's time for some Girl Power. "Alright big boy let's see how you like th-," Scarlet was suddenly interrupted when a massive portal appeared then began sucking things into it, "WHOA WHAT THE SHOCK IS THAT!"

Both Hero and Villain webbed onto the building to save themselves from being sucked into the unknown, but unfortunately for Venom a construction saw managed to slice his web string which sent him flying full speed into the portal. "NO NO NO NO SAVE ME!" the Villain screamed as he reached out to Scarlet. Even though Eddie Brock was scum she wouldn't hear the end of it from Peter if she let the bastard die. "I'M ONLY DOING THIS ONCE!" Scarlet shouted as she fired a web line to Venom which the villain grabbed onto and hung on for his pathetic life. Once again misfortune strikes by the web line snapping due to the power of the Portal and Eddie's weight finally sending the Villain through the Portal. As if it's Hunger was satisfied the Portal closed and with that Scarlet Spider landed on the ground with her mind being confused to hell. "Oh boy...I don't think he'll buy this excuse."

* * *

Back at UA after getting some directions from some students passing by Spidey and Hagakure finally made it to the Support Division's Engineering Room. From outside the duo heard a bunch of machinery being worked on and two voices, one that sounded familiar, yelling away at whatever was going on in there. "Ladies first," Spidey commented as he stepped aside for Hagakure. "Uh uh no! Pros First!" Hagakure retorted as she stepped back and pushed Spidey forward. "Touche Young One," Spidey responded as he approached the door. He wanted to take a little peek, but the door blew open as Hatsume Mei and Midoriya came flying out from an explosion inside. "WHAT THE SHOCK!" Spidey shouted as he caught Hatsume and Midoriya then followed up by making a web cushion for them to land on. Rushing into the room Spidey shouted, "IS EVERYONE OKA- What the hell happened in here?" Surveying the room he spotted Iida, Uraraka and a Pro Hero he hasn't heard of yet on the floor dazed from the explosion. "Uh...hello?"

The Pro was first back on his feet as he immediately rushed outside then began shouting at Hatsume while Iida and Uraraka slowly got to their feet then spotted Spidey. "Oh it's you Spider-Man," Iida stated as he shook his head to regain focus, "That woman is dangerous..." Uraraka nodded as she leaned against a counter then added, "For a second I thought we were all going to die from that last test..." Spidey helping the two heroes to their feet asked, "Mind telling me what happened?" For some reason Spidey felt like he missed a montage of misfortune while he and Hagakure were lost, but he was kind of glad cause his life could use a break from unfortunate things happening to him. Before Iida or Uraraka could explain they heard Hagakure shout outside which prompted the trio to exit the room only to find such a "unfortunate" sight upon Midoriya. And this is what he was talking about when he spotted Hatsume on top of Midoriya with her "assets" pressed against the Green Haired Boy's chest. The Pro couldn't care less as he was lecturing the Support Hero about safety and precautions while Spidey and Co were still in shock. Spidey could've sworn he heard Uraraka say 'Boobs', but put that aside cause this entire scene was a mess.

Several minutes later after everyone helped cleaning up, the Pro Hero introduced himself as Power Loader and he noted that he expected Spidey's visit from Aizawa. He also apologized for his student's "accident", but said that he'd be happy to help anyway he can. Spidey thanked him then glanced at the Pink Haired girl and remembered her from the Festival. She's the one who used Iida as a "volunteer" to showcase her equipment. He admired her tenacity she'd probably make it in New York if she landed a marketing job. "OOOHHH THE HERO FROM ANOTHER WORLD IS HERE!" Hatsume shouted with glee and she rushed over to the Wall Crawler and began physically examining his body, "Hehehehehe you'd be perfect for my babies."

Unfazed by her antics Spidey stated, "Please stop it, I'm here to upgrade my equipment." The 1-A students were amazed by Spidey's professionalism, but in reality he was screaming inside cause even though isn't the weirdest thing that's happened to him, he's still a teenager so a girl physically examining is bound to set off some hormones. Fortunately for him Hatsume finished then quickly began constructing devices for the Web Slinger. "She's gonna be at it for a while, but what do you want to upgrade," Power Loader asked as he showed Spidey to a work bench. "If you need any help just let me know okay," the Pro added as he laid out some tools for Spidey.

"Don't worry about me, you know I'm something of a Scientist myself," Spidey replied as he felt some kind of tingle from saying that. Although he'd prefer to be alone cause he wanted to upgrade his mask to integrate the Translator Ear Piece into his mask and then tapping into the Police Chatter so he could respond to crimes around the city instead of where he was going to be stationed. His mask was already tapped into the NYPD Radio, but it's kind o useless now since he's in another Universe. He also wanted to work on different types of webs he learned from the other Versions of Spider Heroes during his time battling the Inheritors along with the others. The Wall Crawler didn't want to be rude, but he didn't want to reveal his face although Midoriya is the only who knows what he looks like. Then again he is in another Universe so maybe it'll be alright since there was no way his Villains would be able to find him. Not wanting to waste anymore time Spidey unmasked and flipped his mask inside out then began working on his visors.

"WHOA SPIDEY WHAT ABOU-" Midoriya exclaimed before Spidey interrupted him saying, "It's okay I'm pretty sure I'm gonna have to reveal my face sooner or later and besides it's only you guys." The others in the room besides Hatsume and Power Loader stared at Spidey as he worked on his mask then his web shooters. Well Iida, Uraraka and Hagakure were in awe that Spidey looked extremely younger than he stated which is amazing since he's got a ton more experience on them. Although they all were amazed by his Engineering skills when he began testing some of his new webs. "Oh uhh...Power Loader right?" Spidey called out and the Pro nodded in response, "Uh my Invisi Friend over there could use some help." Pointing to Hagakure, Spidey added, "She needs a suit that can manipulate the Fabric so her Quirk won't only conceal her body, but whatever she's wearing." Power Loader was pretty amazed by Spidey's technical use of tools and how he explained the problems for another Hero's equipment. "Sure thing Spider-Man I'll help her out," Power Loader replied as he approached Hagakure, "Hmm...hey Hatsume I think I could use some help here."

"OOOHHHHH I've never worked on a suit that can turn invisible," Hatsume commented in excitement as she examined Hagakure. "Down girl," Power Loader added as he pulled her back then asked, "So your Quirk is Invisibility huh? This is gonna be tricky to do, but through 'several' trials I think we'd be able to do it." After what felt like a montage of fails and revelations with the help of Spidey, who decided to contribute since he remembered somewhat of Reed Richards explanation on how he made the F4's suits, the crew managed to finally make a suit for the Invisi Hero. "Well that took a bit longer than I hoped for," Power Loader commented in victory as he wiped away some smug from working hard. "Yeah that was pretty exciting!" Hatsume exclaimed as she went back to working on other Invisible related stuff, "OH HO I KNOW THIS WILL SELL GOOD!"

Spidey admired Hatsume's engineering skill and her quotes of Famous Figures along with her passion for creating. He truly thought she'd make a great creator in the future if she stayed on this path. Even Power Loader praised the Support Hero's efforts on her journey. "Alright Hagakure go ahead and try it on," Spidey stated as he handed her the suit. Hagakure nodded as she and Uraraka left to the bathroom so she could change into her gift from Spidey and the others. "You're pretty good with tools kid," the Pro commented as he slapped Spidey on his back. Grunting from the impact, Spidey replied, "Yeah I do my own repairs on my suit and equipment so I've got a lot of practice. Besides it was refreshing to work in an actual lab and not in your own room with tools you could find a typical garage." Power Loader let out a chuckle before he and Spidey resumed their work. "Amazing...truly amazing..." Midoriya mumbled in awe. "Indeed he is Midoriya. Still hard to believe that he's the same age as us," Iida added as they watched the trio work on multiple devices.

In the bathroom Hagakure undressed down to her undergarments then slid the suit on. It felt a little cold cause of the materials they used to make it. Spidey said it was mixture of Spandex along with small internal armor so it wasn't just a body suit, but something that will protect her from combat. He said he wanted to use that combo on his suit, but there wasn't enough materials to make it for both of them. That made this suit special to the Invisi Hero cause Spidey sacrificed his safety for hers even though it was a small case it still meant something to her. The suit was kind of loose, but Power Loader instructed her to press the button in the middle to activate it. After pressing the button the suit tightened and was a perfect on her. Not loose or tight, but just right for her body. "So cool!" Hagakure shouted in the stall which caused Uraraka to ask, "Are you okay Hagakure?" Coming out of the stall she showed off her new suit to the Gravity Hero.

"Whoa that's pretty neat," Uraraka commented as Hagakure did a twirl, "Wow maybe I should ask Spidey to work on my suit too." Examining Hagakure, Uraraka felt something was off, but she couldn't figure it out. She began staring intensely at the Invisi Girl which prompted to ask, "Hey Uraraka are you okay?" Then it finally hit the Gravity Hero harder than her attack on Bakugo. "AAAAHHH YOUR FACE I CAN SEE YOUR FACE!" the Young Hero shouted as she pointed at Hagakure. Confused by Uraraka's comment, Hagakure looked into the mirror which revealed her kind of messy medium length dark brown hair and her slate colored eyes along other things a teenage girl would scream about. "AAAAAAAAAAAAAAHHHHHHHHHHHHHHHHHHHHHHH!"

Hearing the scream the boys busted into the girls bathroom with Midoriya shouting what happened, but in pure shock Uraraka slammed the door in their faces which sent all three of them tumbling back into the hallway. "UUHHH EVERYTHING IS FINE NOTHING WRONG HERE!" Uraraka responded from the bathroom as the boys could her some things going on. The trio exchanged glances at each other and shrugged their shoulders. After a few minutes Uraraka emerged behind the door then motioned Spidey over.

Bewildered by the entire situation Spidey had no choice, but to comply and as he came close to the door Uraraka quickly grabbed him and pulled him in. "HEY WHAT'S ALL OF TH-" Spidey shouted before he paused after seeing Hagakure, "Oh..." He was taken aback of how much she and Kitty Pryde looked alike. "So I see the suit has a bit of complications..." he added before approaching the not so Invisi Girl. "Look if you're mad I get it, but honestly you look real pretty and I-uh- think everyone would think the same thing. Right Uraraka," Spidey explained as Uraraka nodded then commented, "Yeah see she agrees." Spidey planned to take the blame for breaching Hagakure's privacy, but to his shock she began tearing up. "Hagakure?"

"Sorry its I haven't seen my face in a while and with my Quirk I didn't think I'd be able to see it again," Hagakure stated as she wiped her tears away, "Thank you Spider-Man..." Although he wanted to admit that the suit was the real Hero, Spidey didn't want to ruin the moment good lord who knows how many he's ruined before. Placing his hand on her shoulder he replied, "No problem Hagakure and I meant what I said about you looking real pretty." Blushing from his comment the Invisi Hero unknowingly responded, "I hope Ojiro think so too..." A few seconds of silence passed before she realized what she mumbled. "AH YOU DIDN'T HEAR THAT!" Hagakure shouted as she spotted Spidey with a smug look on his face.

"Oooohhhh so you're into that kind of guy," Spidey teased as Hagakure's face turned redder than the Ghost Peppers. "AH WAIT HOW ABOUT YOU SPIDEY! WHO DO YOU LIKE HUH!?" the Invisi Girl shouted as she tried to throw the subject onto the Wall Crawler, "URARAKA'S PRETTY! SO YOU LIKE HER HUH!" Suddenly Uraraka's face turned red as she replied, "HAGAKURE CALM DOWN!" Spidey began laughing at the two girls panic then added, "I'll admit all the girls in our class and in the other classes are pretty, but I'm not interested in any of them." The two girls stared at him for more info as he continued, "One I don't know how long I'm going to be here cause I'm eventually going to work on a way home so I don't want to start a Romantic relationship only for me to leave her here. And two I'm kind of taking a break from the Game cause I've dated in the past and lemme tell you it doesn't end well for me." The girls glanced at each and began chuckling as well then Hagakure returned into the stall to put on her uniform while Spidey exited back into the hallway.

"What happened in there?" Midoriya asked as Spidey closed the door behind him. "Oh you're in for a surprise," the Wall Crawler replied as he stood next to the duo. A few minutes later Uraraka and Hagakure exited the restroom. "OH!" Iida and Midoriya commented in unison after seeing Hagakure's face for the first time. "I know right?" Spidey commented as he smiled at Hagakure, "See I told you so." The Invisi Girl rubbed the back of her head as she smiled back then realized she never tested if the suit worked properly. "Ah hang on," she responded as she activated her Quirk and a few seconds later she was completely invisible with her school uniform and suit, "Alright this is awesome!" She concentrated on only concealing herself and the suit then the others were in awe on how skilled she was with her Quirk even with the new Equipment. "This is wicked!"

"Good to see you like it and you've already mastered on how to conceal only certain parts of yourself," Spidey praised as Hagakure revealed herself and the suit again, "Now you'll be able to be combat ready in any situation." After everyone finished complimenting on Hagakure's appearance they all returned to the Engineering Room where Spidey finished upgrading his mask. Along with integrating the Translator to his mask he reworked his visors to translate Japanese Characters to English so when he's patrolling the city he wouldn't lost from the signs. Though much of his different types of Webs would have to be stowed away for later, he was glad that he was also able help Midoriya and the others with their upgrades as well. The day ended with Spidey bidding farewell to his friends and wishing them good luck as he made his way to the Logistic Division and received all the information he needed about how the System works.

As the days passed while everyone prepared for their trip to their respective Mentors, Spidey moved out of the Midoriya household to his new small apartment in the Heart of the City where UA was located at. The alarm rang as Spidey slammed it off then got out of bed and prepared for the day. In just a few days he managed to acquire a similar set up he had in his own world though he did miss Aunt May's breakfast, finding his way back home was going to be a challenge for another day. For now he's gonna do what he to help out the city and his new friends in this world. He hoped one day either something strange would happen again and he'd be home again or some day when he's acquired the funding, experience, and intelligence he could begin to work on a similar device Tony Stark worked on. Though knowing the Multi-billionaire he probably created that thing in a drunken state. Hearing chatter about a robbery a few blocks away, Spidey suited up then leaped out the window commenting, "Alright world I hope you're ready for the AMAZING Spider-Man!"

* * *

 **HAIL SIGMAR FRIENDS! I HAVE RETURNED WITH THE NEWEST CHAPTER OF THIS STORY! HAHAHAHAHAHA!**

 **Anyway, thank you all for being patient I was supposed to post this chapter earlier, but along with my computer being fried by an accident that totally wasn't my fault and a super typhoon plus work and adult life I was pushed back to now. BUT i was updated on my phone and I wanna say hello to all my new readers! I want to thank you and the ones who have been here since ever since for reading my story! All the reviews are always helpful even though some may sting me to the core, I take everything in stride and I will continue to work on my style.**

 **And I wanted to address some things about my Spidey if I haven't already.  
1\. He's a mixture of Ultimate and Original Spider-Man. Meaning he's experienced some things Ultimate and Original have experienced in his own ways and you'll see when I mention them during the story.  
2\. He was involved during the Spider-Verse event which is why he isn't in a total shock when he was transported into the world of MHA.  
3\. I didn't want to give him a love interest not because I fear those who ship certain characters, but because I felt like with Spider-Man being here, he's got more things to worry about than who he wants to date. And since he's already dated multiple of girls from his world: Gwen Stacy, Kitty Pryde and Mary Jane (which is a Ultimate Experience) I felt like at this time he wants to take a break from that kind of life and focus on what can he do while he's stuck for now.  
4\. He doesn't know if a Miles Morales exists in his World which is why he was concerned about who would take on his mantle. Even though Jessica Drew (the Clone) was already there, he didn't want to burden her with all of his villains. (I didn't want to reveal her existence till now cause I wanted her to make an SPECTACULAR appearance)**

 **Also before anyone asks, yes Venom has been transported into the world of MHA, but he won't show up until a certain event happens in the City resulting in a bunch of Yomu's being on the loose. OH BOY I AM EXCITED FOR THAT!  
And of course don't worry, many of Spidey's villains will be transported into the world of MHA by the Portal. **

**And yes since Spidey is a mixture of Ultimate and Orignial, I had to make some of the character's cuss which is why I rated this M early on BUT I realized meh T is appropriate due to that we all cuss, well most of us.**

 **Also I hope you all like the description of Hagakure's face even though she hasn't been revealed in the Manga, I felt like it would be easier to write her (as you can see in one of the lines) while she isn't totally concealed by her Quirk. AND YES I KNOW HER AND OJIRO AREN'T A THING IN THE MANGA SO DON'T KILL ME OVER IT.**

 **That's all for now! Thank you once again for reading, I hope you enjoyed and don't be afraid to leave a review (Please be gentle). As always I'll see you in the next chapter!**


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